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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

(Amendment No. 2)


|                                            |  |                                                                                          |  | 
|------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | 
|x                                           |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                                            |  |                                                                                          |  | 
|For the fiscal year ended December 31, 2001 |  |                                                                                         
|                                            |  |                                                                                          |  | 
|                                            |  | or                                                                                       |  | 
|                                            |  |                                                                                          |  | 
|o                                           |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|                               |  |  |  |    |  |  |  | 
|------------------------------ |  |  |  | -- |  |  |  | 
|For the transition period from |  |  |  | to |  |  |  | 
|                               |  |  |  |    |  |  |  | 

Commission file number: 0-23317

GENE LOGIC INC.

(Exact name of registrant as specified in its charter)


|                                                                                        |  |                                                
|--------------------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization)                 |  | 06-1411336
(I.R.S. Employer
Identification No.)
|                                                                                        |  |                                                
|708 Quince Orchard Road
Gaithersburg, Maryland
(Address of principal executive offices) |  | 20878
(Zip Code)                               

Registrants telephone number, including area code: (301) 987-1700

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Common Stock, $0.01 par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

x Yes      o No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x





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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). o Yes      x No

The aggregate market value of the voting stock (which consists solely of shares
of Common Stock) held by non-affiliates of the Registrant as of June 30, 2003
was approximately $138,761,000 based on the closing price on that date of
Common Stock on the Nasdaq National Stock Market.*

The number of shares outstanding of the Registrants Common Stock, $.01 par
value, was 31,063,176 as of June 30, 2003.



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|* |  | Excludes 7,820,184 shares of Common Stock held by directors and
executive officers and stockholders whose beneficial ownership exceeds
10% of the shares outstanding on June 30, 2003. Exclusion of shares
held by any person should not be construed to indicate that such
person possesses the power, direct or indirect, to direct or cause the
direction of the management or policies of the Registrant, or that
such person is controlled by or under common control with the
Registrant.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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PART IV

Item 14.Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)3. Index to Exhibits.The exhibit listed below is filed with this
Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 2001.

10.50 Agreement, effective January 1, 2002, between Registrant and Affymetrix,
Inc.(1)



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|(1) |  | Confidential treatment has been requested with respect to certain
portions of this exhibit. Omitted portions have been filed separately with
the Securities and Exchange Commission.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

| |  |                                                                               |  |                     |  | 
| |  | ----------------------------------------------------------------------------- |  | ------------------- |  | 
| |  | GENE LOGIC INC                                                                |  |                    
| |  |                                                                               |  |                     |  | 
| |  | By:                                                                           |  | /s/ MARK D. GESSLER |  | 
| |  | Mark D. Gessler
Chairman of the Board, Chief Executive Officer and 
President |  |                    
| |  |                                                                               |  |                     |  | 
| |  | Date: July 29, 2003                                                           |  |                    

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|                                                        |  |                                                                                           |  |              
|------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- |  | -------------
|Name                                                    |  | Position                                                                                  |  | Date         
|                                                        |  |                                                                                           |  |              
|                                                        |  |                                                                                           |  |              
|/s/ MARK D. GESSLER

Mark D. Gessler                    |  | Chairman of the Board, Chief Executive
Officer and President(Principal Executive Officer) |  | July 29, 2003
|                                                        |  |                                                                                           |  |              
|/s/ PHILIP L. ROHRER, JR.

Philip L. Rohrer, Jr.        |  | Chief Financial Officer(Principal Financial and Accounting Officer)                       |  | July 29, 2003
|                                                        |  |                                                                                           |  |              
|/s/ JULES BLAKE

Jules Blake, Ph.D.                     |  | Director                                                                                  |  | July 29, 2003
|                                                        |  |                                                                                           |  |              
|/s/ MICHAEL J. BRENNAN

Michael J. Brennan, M.D., Ph.D. |  | Director                                                                                  |  | July 29, 2003
|                                                        |  |                                                                                           |  |              
|/s/ CHARLES L. DIMMLER, III

Charles L. Dimmler III     |  | Director                                                                                  |  | July 29, 2003
|                                                        |  |                                                                                           |  |              
|/s/ G. ANTHONY GORRY

G. Anthony Gorry, Ph.D.           |  | Director                                                                                  |  | July 29, 2003
|                                                        |  |                                                                                           |  |              
|/s/ J. STARK THOMPSON

J. Stark Thompson, Ph.D.         |  | Director                                                                                  |  | July 29, 2003
|                                                        |  |                                                                                           |  |              
|/s/ STEVEN J. TREVISAN                                  |  | Director and Executive Vice President                                                     |  | July 29, 2003
|Steven J. Trevisan                                      |  |                                                                                           |  |              





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CERTIFICATIONS

I, Mark D. Gessler, certify that:

1.     I have reviewed this Amendment No. 2 to annual report on Form 10-K of Gene
Logic Inc.;

2.     Based on my knowledge, this Amendment No. 2 to annual report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;

|                    |  |                                                              |  | 
|------------------- |  | ------------------------------------------------------------ |  | 
|Date: July 29, 2003 |  |                                                              |  | 
|                    |  |                                                              |  | 
|                    |  | /s/ Mark D. Gessler

Mark D. Gessler
Chief Executive Officer |  | 

I, Philip L. Rohrer, Jr., certify that:

1.     I have reviewed this Amendment No. 2 to annual report on Form 10-K of Gene
Logic Inc.;

2.     Based on my knowledge, this Amendment No. 2 to annual report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;

|                    |  |                                                                          |  | 
|------------------- |  | ------------------------------------------------------------------------ |  | 
|Date: July 29, 2003 |  |                                                                          |  | 
|                    |  |                                                                          |  | 
|                    |  | /s/ Philip L. Rohrer, Jr.

Philip L. Rohrer, Jr.
Chief Financial Officer |  |