UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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FORM 10-K/A

[X]






For the fiscal year ended December 31, 1999


OR

[   ]






For the transition period from
        to


Commission File No. 0-23317



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GENE LOGIC INC.

(Exact name of registrant as specified in its
charter)


|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|                                                               
|                                                               
|                                                               
|                                                               
|Delaware                                                        |  | 06-1411336                           
|(State or other jurisdiction of
	incorporation or organization) |  | (I.R.S. Employer
	Identification No.)

708 Quince Orchard Road

Gaithersburg, Maryland 20878


(Address of principal executive offices)


(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, $.01 PAR VALUE

(Title of Class)


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.   Yes  X
  No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 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.

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 March 15, 2000 was approximately
$1,743,711,000, 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 25,381,606 as of March 15, 2000.

Documents Incorporated By Reference

None.




|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Excludes 1,184,397 shares of Common Stock held by
	directors and executive officers and stockholders whose
	beneficial ownership exceeds 10% of the shares outstanding on
	March 15, 2000. 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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EXPLANATORY STATEMENT

This Amendment No. 1 to the Annual Report on Form 10-K
for Gene Logic Inc. (the Company) for the fiscal year
 ended December 31, 1999 is being filed to amend
Items 9, 10, 11, 12 and 13 in their entirety.



|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
	AND FINANCIAL DISCLOSURE

The following information was reported by the Company in a
Current Report on Form 8-K, dated April 11, 2000 (the
Form 8-K), regarding the Companys former
independent auditors, Arthur Andersen LLP
(Andersen):

(a)(1)  Former Independent Auditors.

(i)  Andersen was dismissed as the independent auditors for
the Company on April 11, 2000.

(ii)  Andersens reports on the financial statements of
 the Company for the fiscal years ended December 31, 1998
and 1999 contain no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or
accounting principles.

(iii)  The Audit Committee of the Companys Board of
Directors and the full Board of Directors have approved the
dismissal of Andersen.

(iv)  During the fiscal years ended December 31, 1998
and 1999 and the interim period ended April 11, 2000, other
than as set forth below, there has been no disagreement between
the Company and Andersen on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope
or procedure, which disagreement, if not resolved to the
satisfaction of Andersen would have caused them to make a
reference to the subject matter of the disagreement in connection
 with Andersens reports.

On March 9, 2000, prior to the issuance of the Annual Report
 on Form 10-K for the fiscal year ended December 31,
1999, the Audit Committee of the Company met with representatives
 of Andersen to receive Andersens report in connection with
 its audit of the 1999 financial statements of the Company. At
that meeting, the representatives of Andersen reviewed the
results of the audit and disclosed that Andersen would issue an
unqualified report on the 1999 financial statements. The Andersen
 representatives also advised the Audit Committee at that meeting
 that there were no material weaknesses relating to the
Companys internal control structure, no disagreements with
management on any accounting or financial matters, and no
material errors or irregularities.

Subsequent to the Audit Committee meeting with Andersen, the
Companys Board of Directors met and, on the recommendation
of the Audit Committee and the Companys Chief Financial
Officer, determined that the Company should engage new
independent auditors for the year 2000 and dismiss Andersen. The
Companys decision to change auditors resulted from
Companys disappointments with Andersens level of
service and cost and the recommendation of the Companys new
 Chief Financial Officer based on his experience since joining
the Company in late 1999. While Andersen had responded to
concerns expressed by the Company by changing the Companys
engagement partner and by promising improved services, the Board,
 nevertheless, authorized management to engage alternative
independent auditors who have greater biotechnology
industry-specific expertise.

Subsequent to Andersens meeting with the Audit Committee to
 discuss its audit for the year ended December 31, 1999, and
 after the Board of Directors decision to authorize
management to engage new auditors, the Company negotiated and on
March 27, 2000 entered into two agreements with NeuralStem
Biopharmaceuticals, Ltd. Pursuant to one agreement, NeuralStem
purchased a module of the Companys GeneExpress
database. Under the second agreement, the Company will purchase
human stem cells from NeuralStems repository for gene
expression analysis. The data resulting from this analysis will
be provided to NeuralStem and will also be included by the
Company in the GeneExpressTM database for license to
customers in the pharmaceutical, biotechnology and other
industries. After the filing of the Form 8-K, the Company
also made an equity investment in NeuralStem.

2



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During the course of the negotiations with NeuralStem, the
management of the Company consulted with the new engagement
partner from Andersen and other representatives of Andersen over
the appropriate accounting treatment for these transactions in
fiscal 2000, including what portion, if any, should be accounted
for in the first quarter of 2000. During the course of the
consultations, management proposed that the sale of the database
module for $1.5 million be accounted for in the first
quarter and, after further review, Andersen indicated its likely
disagreement with this position. As of the date of this report,
the NeuralStem agreements have not been reported on in filings
with the Securities and Exchange Commission. The Company has not
concluded how these transactions should be accounted for and
intends to determine the appropriate accounting treatment for
these transactions in consultation with the Companys new
independent auditors.

Upon receipt of the Companys letter dismissing Andersen as
its independent auditors, Andersen informed the Company orally
that its discussions to that point with the Company concerning
the appropriate accounting for the NeuralStem agreements had
resulted in a reportable disagreement between the Company and
Andersen. After being informed of the disagreement by Andersen,
the Company requested representatives of Andersen to meet with
its Audit Committee to discuss the substance of the disagreement
and such a meeting took place at Andersens offices on
April 13, 2000. The Company has authorized Andersen to
respond fully to all inquiries by its new independent auditors.

(v)  During the fiscal years ended December 31, 1998
and 1999 and the interim period ended April 11, 2000, there
have been no reportable events (as defined in
Item 304(a)(1)(v) of Regulation S-K).

(a)(2)  New Independent Auditors.

The Company has sought to engage Ernst & Young LLP
as its independent auditors. Ernst & Young is in the
process of completing its pre-engagement procedures and has not
informed the Company whether it is willing to engage as the
Companys independent auditors. The Company has not
consulted with Ernst & Young regarding (i) the
application of accounting principles or the type of audit opinion
 that might be rendered by Ernst & Young, or
(ii) any other matter that was the subject of a disagreement
 between the Company and Andersen or a reportable event.

(a)(3)  Letter from Former Independent Accountant.

The Company has requested that Andersen furnish it with a letter
addressed to the SEC stating whether Andersen agrees with the
Companys summary of events. A copy of this letter from
Andersen will be filed with the SEC as an amendment to the
Form 8-K when it is available.

3



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PART III



|         |                                                
|-------- | -----------------------------------------------
|ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Identification of Directors

The following table sets forth the names of the members of the
Companys Board of Directors. Also set forth is certain
other information with respect to each such persons age,
the periods during which he has served as a director and
positions currently held with the Company.

|                                |  |     |    |          |  |               |      |                                 |  |  |      |  |  |                                                               
|------------------------------- |  | --- | -- | -------- |  | ------------- | ---- | ------------------------------- |  |  | ---- |  |  | --------------------------------------------------------------
|                                |  |     |    | Director |  | Expiration of |      | Principal Occupation/          
|Director                        |  | Age |    | Since    |  | Term          |      | Positions Held With the Company
|                                |  |     |    |          |  |               |      |                                
|Charles L. Dimmler III(1)(2)    |  |     | 58 |          |  |               | 1996 |                                 |  |  | 2000 |  |  | Director                                                      
|                               
|                               
|                               
|                               
|G. Anthony Gorry, Ph.D.         |  |     | 59 |          |  |               | 1997 |                                 |  |  | 2000 |  |  | Director                                                      
|                               
|                               
|                               
|                               
|Jules Blake, Ph.D.(1)(2)        |  |     | 75 |          |  |               | 1994 |                                 |  |  | 2001 |  |  | Director                                                      
|                               
|                               
|                               
|                               
|Michael J. Brennan, M.D., Ph.D. |  |     | 42 |          |  |               | 1995 |                                 |  |  | 2001 |  |  | Chief Executive Officer and Chairman of the Board of Directors
|                               
|                               
|                               
|                               
|Mark D. Gessler                 |  |     | 38 |          |  |               | 2000 |                                 |  |  | 2002 |  |  | President, Chief Operating Officer, Secretary and Director    
|                               
|                               
|                               
|                               
|Jeffrey D. Sollender            |  |     | 40 |          |  |               | 1997 |                                 |  |  | 2002 |  |  | Director                                                      
|                               
|                               
|                               
|                               
|Alan G. Walton, Ph.D., D.Sc.(2) |  |     | 64 |          |  |               | 1994 |                                 |  |  | 2002 |  |  | Director                                                      






(2)  Member of Compensation Committee.

Set forth below is biographical information for each member of
the Board of Directors.

Charles L. Dimmler III. Mr. Dimmler has served as a
director of the Company since May 1996. Mr. Dimmler has
 been a Managing Director of Burrill & Company, a
private merchant banking firm specializing in the life science
industries, since January 2000. From July 1994 to
December 1999, Mr. Dimmler was an investment officer of
 Cross Atlantic Partners Funds and an operating officer of Cross
Atlantic Partners, Inc., a unit of Investec Group Investments
Limited. Since 1988, Mr. Dimmler has been a General Partner
of Hambro International Equity Fund. He serves as a director of
several private companies. Mr. Dimmler earned his
undergraduate degree from the University of California, Davis.

G. Anthony Gorry, Ph.D. Dr. Gorry has served as a
director of the Company since January 1997. Since
April 1992, Dr. Gorry has been Vice President,
Information Technology and Professor of Computer Science at Rice
University. Presently he is also Professor of Management and
Director of the Center for Technology in Teaching and Learning at
 Rice. Dr. Gorry is also a Director of the W.M. Keck Center
for Computational Biology, a joint endeavor of Rice, Baylor
College of Medicine and the University of Houston. He directs a
training grant on computational biology funded by the National
Library of Medicine. He is also Adjunct Professor of Neuroscience
 at Baylor College of Medicine. Dr. Gorry holds a B.Eng.
from Yale University, an M.S. in chemical engineering from the
University of California, Berkeley and a Ph.D. in computer
science from the Massachusetts Institute of Technology. He is a
Member of the Institute of Medicine and of the National Academy
of Sciences and a Fellow of the American College of Medical
Informatics.

Jules Blake, Ph.D. Dr. Blake has served as a director
 of the Company since our inception in September 1994. From
1973 until his retirement in 1989, Dr. Blake served as Vice
President of Research and Development and Vice President,
Corporate Scientific Affairs, for Colgate-Palmolive, Inc., a
consumer products company. Dr. Blake was appointed as an
Industrial Research Institute Fellow at the United States Office
of Science and Technology Policy, Executive Office of the
President, where he served until 1991. Dr. Blake serves on
the boards of directors of the public companies Martek
Biosciences Corporation and ProCyte Corporation. Dr. Blake
holds a Ph.D. in organic chemistry from the University of
Pennsylvania.

Michael J. Brennan, M.D., Ph.D. Dr. Brennan has
served as our Chief Executive Officer and as a director since
December 1995 and as the Chairman of the Board of Directors
since March 2000. From

4



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Mark D. Gessler. Mr. Gessler has served as our
President and Chief Operating Officer since January 1999 and
 as a director of the Company since March 2000. From
June 1996 to October 1999, Mr. Gessler served as
our Chief Financial Officer and, from June 1996 to
January 1999, was our Senior Vice President, Corporate
Development. From February 1993 to June 1996, he was
with GeneMedicine Inc., a gene therapy company, most recently as
Vice President, Corporate Development. From 1988 until
January 1993, he was Director of Business Development at BCM
 Technologies Inc., the venture and technology subsidiary of
Baylor College of Medicine. While in that position,
Mr. Gessler co-founded three biotechnology companies and a
software company. Mr. Gessler holds an MBA from the
University of Tennessee and was an Adjunct Professor of Business
Administration at Rice University from 1991 to 1996.

Jeffrey D. Sollender. Mr. Sollender has served as a
director of the Company since July 1997. Mr. Sollender
is a founder of and advisor to Biotechvest L.P., a venture
capital investment firm formed in 1993. From 1994 through
December 1995, Mr. Sollender served as an advisor to
Forward Ventures, a venture capital investment firm.
Mr. Sollender became a venture partner of Forward Ventures
in 1996 and a general partner in September 1997.
Mr. Sollender co-founded Triangle Pharmaceuticals, Inc., a
biopharmaceutical company, in 1995, CombiChem Inc., a
combinatorial chemistry company, in 1994 and GenQuest, Inc., a
functional genomics company, in 1995. He served as Vice President
 of Operations and Business Development for CombiChem Inc. and
GenQuest, Inc. until January 1995 and February 1996,
respectively. Mr. Sollender co-founded AriZeke
Pharmaceuticals, an oral drug delivery company, in 1997 and
continues to serve as Chairman and Chief Executive Officer of
that company. Mr. Sollender received his MBA from the
University of Chicago Graduate School of Business.

Alan G. Walton, Ph.D., D.Sc. Dr. Walton has served as
 a director since our inception in September 1994. He served
 as the Chairman of the Board of Directors from
September 1994 through March 2000. Dr. Walton has
been a General Partner of Oxford Bioscience Partners, a private
equity investment firm, since 1991 and a member of the board of
directors of Alexandria Real Estate Equities, Inc., a public
company, since 1998. In 1981, Dr. Walton co-founded
University Genetics Co., a public corporation specializing in
technology transfer from academic institutions to industry and in
 the seed financing of high-technology start-ups, and served as
its President and Chief Executive Officer until 1987. He has
lectured extensively at various universities, including Harvard
Medical School, Indiana University and Case Western Reserve
University, where he was Professor of Macromolecular Science and
Director of the Laboratory for Biological Macromolecules.
Dr. Walton received a Ph.D. in chemistry and a D.Sc. in
biological chemistry from Nottingham University, England.

Identification of Executive Officers

The information required by this item is set forth in the section
 entitled Management in Part I, Item 1 of the
Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed on March 30, 2000.

Compliance with Section 16(a) of the Securities Exchange
Act of 1934

Section 16(a) of the Exchange Act requires the
Companys directors and executive officers, and persons who
own more than ten percent of a registered class of the
Companys equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company.
Officers, directors and greater than ten percent stockholders are
 required by SEC regulation to furnish the Company with copies of
 all Section 16(a) forms they file.

5



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To the Companys knowledge, based solely on a review of the
copies of such reports furnished to the Company and written
representations that no other reports were required, during the
fiscal year ended December 31, 1999, all Section 16(a)
filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.

ITEM 11.  EXECUTIVE COMPENSATION

Compensation of Directors

Each non-employee director of the Company who is not affiliated
with stockholders of the Company currently receive $12,000 per
year and a per meeting fee of $1,000 (exclusive of telephonic
meetings). In the fiscal year ended December 31, 1999, the
total compensation paid to non-employee directors for services
during that year was $32,000. The members of the Board of
Directors are also eligible for reimbursement for their expenses
incurred in connection with attendance at Board meetings in
accordance with Company policy.

Each non-employee director of the Company also receives automatic
 stock option grants under the Companys 1997 Non-Employee
Directors Stock Option Plan (the Directors
Plan). Only non-employee directors of the Company or an
affiliate of such directors (as defined in the Internal Revenue
Code of 1986, as amended) are eligible to receive options under
the Directors Plan. Options granted under the
Directors Plan are intended by the Company not to qualify
as incentive stock options under the Code.

During the last fiscal year, the Company granted options covering
 15,000 shares to each non-employee director of the Company, at
an exercise price per share of $4.125. The fair market value of
such Common Stock on the date of grant was $4.125 per share
(based on the closing sales price reported on the Nasdaq National
 Market the day prior to the date of grant). As of March 15,
 2000, 7,500 options had been exercised under the Directors
 Plan.

Compensation of Executive Officers

SUMMARY OF COMPENSATION

The following table shows for the fiscal years ended
December 31, 1999, 1998 and 1997, compensation paid to the
Companys Chief Executive Officer and its four other most
highly compensated executive officers at December 31, 1999
(the Named Executive Officers).

SUMMARY COMPENSATION TABLE

|                                |                                            |                         |      |              |  |            |         |         |  |             |           |            |  |  |       |        |     |  |         |         | 
|------------------------------- | ------------------------------------------ | ----------------------- | ---- | ------------ |  | ---------- | ------- | ------- |  | ----------- | --------- | ---------- |  |  | ----- | ------ | --- |  | ------- | ------- | 
|                                |                                            |                         |      |              |  |            |         |         |  | Long-Term  
|                                |                                            |                         |      | Compensation
|                                |                                            | Annual Compensation (1) |      | Awards      
|                                |                                            |                         |      |             
|                                |                                            |                         |      | Other Annual |  | Securities
|                                |                                            |                         |      | Compensation |  | Underlying
|Name and Principal Position     |                                            | Year                    |      | Salary ($)   |  | Bonus ($)  |         | ($)(2)  |  | Options (#)
|                                |                                            |                         |      |              |  |            |         |         |  |            
|Michael J. Brennan, M.D., Ph.D. |                                            |                         | 1999 |              |  |            | 350,000 |         |  |             | 25,300(4) |            |  |  | 2,450 |        |     |  | 100,000 |        
|                                | Chief Executive Officer and                |                         |      | 1998         |  |            |         | 287,500 |  |             |           | 69,000(4)  |  |  |       | 4,200  |     |  |         |        | 
|                                | Chairman of the Board of Directors(3)      |                         |      | 1997         |  |            |         | 207,292 |  |             |           | 110,000(4) |  |  |       |       |     |  |         | 498,962 | 
|                               
|                               
|                               
|                               
|Mark D. Gessler                 |                                            |                         | 1999 |              |  |            | 275,000 |         |  |             | 7,135     |            |  |  | 2,150 |        |     |  | 150,000 |        
|                                | President, Chief Operating Officer,        |                         |      | 1998         |  |            |         | 220,000 |  |             |           | 19,480     |  |  |       | 5,000  |     |  |         |        | 
|                                | Secretary and Director(5)                  |                         |      | 1997         |  |            |         | 187,917 |  |             |           | 45,000     |  |  |       | 54,287 | (6) |  |         | 321,981 | 
|                               
|                               
|                               
|                               
|Y. Douglas Dolginow, M.D.       |                                            |                         | 1999 |              |  |            | 216,672 |         |  |             | 25,000    |            |  |  | 3,750 |        |     |  | 100,000 |        
|                                | Senior Vice President, Product Development |                         |      | 1998(7)      |  |            |         | 50,000  |  |             |           | 50,000(8)  |  |  |       |       |     |  |         | 100,000 | 

6



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|                                       |                                                        |                         |      |              |  |            |         |         |  |             |        |        |  |  |       |        |      |  |        |         | 
|-------------------------------------- | ------------------------------------------------------ | ----------------------- | ---- | ------------ |  | ---------- | ------- | ------- |  | ----------- | ------ | ------ |  |  | ----- | ------ | ---- |  | ------ | ------- | 
|                                      
|SUMMARY COMPENSATION TABLE (CONTINUED)
|                                       |                                                        | Long-Term              
|                                       |                                                        |                         |      | Compensation
|                                       |                                                        | Annual Compensation (1) |      | Awards      
|                                       |                                                        |                         |      |             
|                                       |                                                        |                         |      | Other Annual |  | Securities
|                                       |                                                        |                         |      | Compensation |  | Underlying
|Name and Principal Position            |                                                        | Year                    |      | Salary ($)   |  | Bonus ($)  |         | ($)(2)  |  | Options (#)
|                                       |                                                        |                         |      |              |  |            |         |         |  |            
|Gregory G. Lennon, Ph.D.               |                                                        |                         | 1999 |              |  |            | 245,000 |         |  |             | 16,865 |        |  |  | 4,800 |        |      |  | 50,000 |        
|                                       | Former Senior Vice President,                          |                         |      | 1998         |  |            |         | 196,981 |  |             |        | 9,750  |  |  |       | 20,844 | (10) |  |        | 200,000 | 
|                                       | Research & Development and Chief Scientific Officer(9) |                         |      | 1997         |  |            |         | 50,000  |  |             |        | 25,000 |  |  |       | 15,365 | (11) |  |        | 127,636 | 
|                                      
|                                      
|                                      
|                                      
|Victor M. Markowitz, D.Sc.             |                                                        |                         | 1999 |              |  |            | 210,000 |         |  |             | 16,865 |        |  |  | 200   |        |      |  | 50,000 |        
|                                       | Senior Vice President and                              |                         |      | 1998         |  |            |         | 159,096 |  |             |        | 9,750  |  |  |       |       |      |  |        | 100,000 | 
|                                       | Chief Information Officer                              |                         |      | 1997         |  |            |         | 40,962  |  |             |        | 25,000 |  |  |       |       |      |  |        | 127,636 | 




| |     |                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | As permitted by rules promulgated by the SEC, no amounts are
	shown for 1999, or with respect to certain
	perquisites, where such amounts do not exceed the
	lesser of 10% of bonus plus salary or $50,000.
|
| | (2) | Except as otherwise noted, represents cost of tax services paid
	for by the Company.                                                                                                                         
|
| | (3) | Dr. Brennan served as President through January 1999.                                                                                                                                                        
|
| | (4) | Includes an amount paid to a corporation of which
	Dr. Brennan is a stockholder for service rendered by such
	corporation.                                                                                   
|
| | (5) | Mr. Gessler served as Senior Vice President, Corporate
	Development until becoming President and Chief Operating Officer
	in January 1999.                                                                   
|
| | (6) | Represents a $50,000 Promissory Note forgiven upon effectiveness
	of the initial public offering and $4,287 of accrued interest
	thereon.                                                                    
|
| | (7) | Dr. Dolginow joined the Company in September 1998.                                                                                                                                                           
|
| | (8) | The bonus received by Dr. Dolginow was received in
	connection with the Companys acquisition of Oncormed, Inc.
	and was paid by Oncormed.                                                                   
|
| | (9) | Dr. Lennon is no longer employed by the Company effective
	April 2000.                                                                                                                                       



|     |                                                                                            
|---- | -------------------------------------------------------------------------------------------
|(10) | Includes a $20,044 reimbursement made by the Company for
	Dr. Lennons relocation expenses.
|    
|(11) | Represents reimbursements made by the Company for relocation
	expenses.                    

STOCK OPTION GRANTS AND EXERCISES

The Company adopted its 1996 Stock Plan in January 1996 and
amended and restated the 1996 Stock Plan in September 1997
as the 1997 Equity Incentive Plan. The Company grants options to
its executive officers under the Incentive Plan. As of
March 15, 2000, options to purchase a total of 4,537,398
shares were outstanding under the Incentive Plan and options to
purchase 543,054 shares remained available for grant thereunder.

The following tables show for the fiscal year ended
December 31, 1999, certain information regarding options
granted to, exercised by, and held at year end by, the Named
Executive Officers:

7



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OPTION GRANTS IN FISCAL YEAR 1999

|                                |  |                   |         |                    |  |                  |      |                |  |                      |      |         |  |  |         |  |  |  |           |  |  |  |           | 
|------------------------------- |  | ----------------- | ------- | ------------------ |  | ---------------- | ---- | -------------- |  | -------------------- | ---- | ------- |  |  | ------- |  |  |  | --------- |  |  |  | --------- | 
|                                |  |                   |         |                    |  |                  |      |                |  |                     
|                                |  |                   |         |                    |  |                  |      |                |  | Potential Realizable
|                                |  |                   |         | Value at Assumed  
|                                |  | Individual Grants |         | Annual Rates of   
|                                |  |                   |         | Stock Price       
|                                |  | Number of         |         |                    |  | Appreciation for
|                                |  | Securities        |         | % of Total Options |  |                  |      | Option Term(3)
|                                |  | Underlying        |         | Granted to         |  | Exercise or      |      |                |  |                     
|                                |  | Options           |         | Employees in       |  | Base Price       |      | Expiration     |  |                     
|Name                            |  | Granted (#)       |         | Fiscal Year(1)     |  | ($/SH)(2)        |      | Date           |  | 5% ($)               |      | 10% ($)
|                                |  |                   |         |                    |  |                  |      |                |  |                      |      |        
|Michael J. Brennan, M.D., Ph.D. |  |                   | 100,000 |                    |  |                  | 6.8  |                |  |                      | 4.75 |         |  |  | 3/18/09 |  |  |  | 3,841,571 |  |  |  | 6,398,418 | 
|                               
|                               
|                               
|                               
|Mark D. Gessler                 |  |                   | 150,000 |                    |  |                  | 10.2 |                |  |                      | 4.75 |         |  |  | 3/18/09 |  |  |  | 5,762,356 |  |  |  | 9,597,626 | 
|                               
|                               
|                               
|                               
|Y. Douglas Dolginow, M.D.       |  |                   | 100,000 |                    |  |                  | 6.8  |                |  |                      | 3.75 |         |  |  | 4/22/09 |  |  |  | 3,941,571 |  |  |  | 6,498,418 | 
|                               
|                               
|                               
|                               
|Gregory G. Lennon, Ph.D.        |  |                   | 50,000  |                    |  |                  | 3.4  |                |  |                      | 4.75 |         |  |  | 3/18/09 |  |  |  | 1,920,785 |  |  |  | 3,199,209 | 
|                               
|                               
|                               
|                               
|Victor M. Markowitz, D.Sc       |  |                   | 50,000  |                    |  |                  | 3.4  |                |  |                      | 4.75 |         |  |  | 3/18/09 |  |  |  | 1,920,785 |  |  |  | 3,199,209 | 




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based on options to purchase 1,477,463 shares granted to
	employees in 1999, including the Named Executive Officers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(2) | The exercise price is equal to the fair market value of the
	Common Stock on the date of grant as determined by the Board of
	Directors on the date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(3) | The potential realizable value is calculated based on the term of
	 the option at its time of grant (10 years) and the fair
	market value per share of the Companys Common Stock as of
	December  31, 1999 of $26.50. It is calculated assuming that
	 the stock price on the date of grant appreciates at the
	indicated annual rate, compounded annually. The total
	appreciation of the options over their 10-year terms at 5% and
	10% is 63% and 159%, respectively, and do not reflect the
	Companys estimate or projection of the future stock price
	performance. Actual gains, if any, are dependent on the actual
	future performance of the Companys Common Stock.

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999

AND FISCAL YEAR-END OPTION VALUES


|                                |  |             |        |                |  |                           |         |                           |  |  |                 |  |  |  |                     | 
|------------------------------- |  | ----------- | ------ | -------------- |  | ------------------------- | ------- | ------------------------- |  |  | --------------- |  |  |  | ------------------- | 
|                                |  |             |        |                |  | Number of Securities      |         | Value of Unexercised     
|                                |  | Shares      |        |                |  | Underlying Unexercised    |         | In-The-Money             
|                                |  | Acquired on |        |                |  | Options at Fiscal         |         | Options at Fiscal        
|                                |  | Exercise    |        | Value Realized |  | Year-End (#)              |         | Year-End ($)(2)          
|Name                            |  | (#)         |        | ($)(1)         |  | Exercisable/Unexercisable |         | Exercisable/Unexercisable
|                                |  |             |        |                |  |                           |         |                          
|Michael J. Brennan, M.D., Ph.D. |  |             | 0      |                |  |                           | 0       |                           |  |  | 209,854/239,108 |  |  |  | 4,989,622/5,560,466 | 
|                               
|                               
|                               
|                               
|Mark D. Gessler                 |  |             | 0      |                |  |                           | 0       |                           |  |  | 124,406/197,575 |  |  |  | 2,915,432/4,474,613 | 
|                               
|                               
|                               
|                               
|Y. Douglas Dolginow, M.D.       |  |             | 0      |                |  |                           | 0       |                           |  |  | 65,416/134,584  |  |  |  | 1,470,714/3,041,786 | 
|                               
|                               
|                               
|                               
|Gregory G. Lennon, Ph.D.        |  |             | 50,000 |                |  |                           | 221,875 |                           |  |  | 137,369/185,267 |  |  |  | 3,068,020/3,971,699 | 
|                               
|                               
|                               
|                               
|Victor M. Markowitz, D.Sc       |  |             | 0      |                |  |                           | 0       |                           |  |  | 138,203/139,433 |  |  |  | 3,368,451/3,173,767 | 




|    |                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based on the fair market value per share of Common Stock at the
	date of exercise (based on the closing sales price reported on
	the NASDAQ National Market for the date of exercise), less the
	exercise price.
|   
|(2) | Based on the fair market value per share of Common Stock of
	$26.50 at December  31, 1999, less the exercise price,
	multiplied by the number of shares underlying the option.                                  

EMPLOYMENT AGREEMENTS

On December 1, 1995, Michael J. Brennan, M.D., Ph.D. the
current Chief Executive Officer and Chairman of the Board of
Directors, entered into an employment agreement with the Company.
 The employment agreement has a five-year term and provides,
among other things, for the payment to Dr. Brennan of annual
 bonuses. The agreement also provided for acceleration of certain
 unvested options upon achievement of certain performance-based
goals, including vesting of 80% of such options upon completion
of the Companys initial public offering and the remaining
20% 180 days thereafter. Upon termination of the agreement
by the Company without cause, Dr. Brennan will receive
severance pay in the amount equal to Dr. Brennans
total combined annual base salary and performance bonus for the
calendar year in which the

8



---





On May 16, 1996, Mark D. Gessler, the current President,
Chief Operating Officer, Secretary and one of the directors of
the Company, entered into an employment agreement with the
Company. The employment agreement has a four-year term and
provides, among other things, for the payment to Mr. Gessler
 of annual bonuses. The agreement also provided for acceleration
of certain unvested options upon achievement of certain
performance-based goals, including vesting of 80% of such options
 upon completion of the Companys initial public offering
and the remaining 20% 180 days thereafter. Upon termination
of the agreement by the Company without cause, Mr. Gessler
will receive severance pay in the amount of one-half of his
salary for the calendar year in which the termination becomes
effective. In the event of a change of control, the severance
provisions of the agreement will be replaced by the provisions of
 the Executive Severance Plan discussed under Certain
Relationships and Related Transactions below.

On August 23, 1997, Gregory G. Lennon, Ph.D. the former
Senior Vice President, Research and Development and Chief
Scientific Officer, entered into an employment agreement with the
 Company. The employment agreement has a four-year term and
provides, among other things, for the payment to Dr. Lennon
of annual bonuses. The agreement provided for the grant of
certain options of which 15.7% vest immediately and the remaining
 84.3% of such options vest monthly over four years. The
agreement also provided for acceleration of vesting of an
additional 15.7% of such options upon completion of the
Companys initial public offering. Upon termination of the
agreement by the Company without cause, Dr. Lennon will
receive severance pay in the amount of six months of his then
current salary. In the event of a change of control, the
severance provisions of the agreement will be replaced by the
provisions of the Executive Severance Plan discussed under
Certain Relationships and Related Transactions below.

On September 1, 1997, Victor M. Markowitz, the current
Senior Vice President and Chief Information Officer, entered into
 an employment agreement with the Company. The employment
agreement has a four-year term and provides, among other things,
for the payment to Dr. Markowitz of annual bonuses. The
agreement also provided for the acceleration of 15.7% of certain
unvested options upon completion of the Companys initial
public offering. Upon termination of the agreement by the Company
 without cause, Dr. Markowitz will receive severance pay in
the amount of three months of his then current salary. In the
event of a change of control, the severance provisions of the
agreement will be replaced by the provisions of the Executive
Severance Plan discussed under Certain Relationships and
Related Transactions below.

On July 1, 1998, Y. Douglas Dolginow, M.D., the current
Senior Vice President, Product Development, entered into an
employment agreement (the First Agreement) with the
Company. The First Agreement had a four-year term and provided,
among other things, for the payment to Dr. Dolginow of
annual bonuses. Upon termination of the First Agreement by the
Company without cause, Dr. Dolginow would have received half of
his annual salary. The First Agreement was mutually terminated
when Dr. Dolginow entered into a new employment agreement
with the Company on April 1, 1999 (the Current
Agreement) which superseded the First Agreement. The
Current Agreement has a four-year term and provides, among other
things, for the payment to Dr. Dolginow of annual bonuses.
Upon termination of the Current Agreement by the Company without
cause (a) during the first two years of the agreement,
Dr. Dolginow will receive severance pay in the amount of his
 annual salary including bonus and (b) thereafter, he will
receive severance pay in the amount of half of his annual salary
including bonus or an amount in accordance with a Company-wide
severance plan applicable to Senior Vice Presidents, whichever is
 greater. In the event of a change of control, the severance
provisions of the agreement will be replaced by the provisions of
 the Executive Severance Plan discussed under Certain
Relationships and Related Transactions below.

9



---





|         |                                                               
|-------- | --------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
ownership of the Companys Common Stock as of March 15,
 2000 by: (i) each director; (ii) each of the Named
Executive Officers; (iii) all executive officers and
directors of the Company as a group; and (iv) all those
known by the Company to be beneficial owners of more than five
percent of its Common Stock.

|                                                                   |  |                         |           |                  |  |  |     |  
|------------------------------------------------------------------ |  | ----------------------- | --------- | ---------------- |  |  | --- | -
|                                                                   |  |                        
|                                                                   |  | Beneficial Ownership(1)
|                                                                   |  |                        
|Name                                                               |  | Number of Shares        |           | Percent of Total
|                                                                   |  |                         |           |                 
|Michael J. Brennan, M.D., Ph.D.(2)                                 |  |                         | 645,268   |                  |  |  | 2.5 | %
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Alan G. Walton, Ph.D., D.Sc.(3)                                    |  |                         | 460,135   |                  |  |  | 1.8 | %
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Mark D. Gessler(4)                                                 |  |                         | 305,622   |                  |  |  | 1.2 | %
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Gregory G. Lennon, Ph.D.(5)                                        |  |                         | 234,331   |                  |  |  | *   |  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Victor M. Markowitz, D.Sc.(6)                                      |  |                         | 176,341   |                  |  |  | *   |  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Y. Douglas Dolginow, M.D.(7)                                       |  |                         | 99,179    |                  |  |  | *   |  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Jeffrey D. Sollender(8)                                            |  |                         | 68,750    |                  |  |  | *   |  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Charles L. Dimmler III(9)                                          |  |                         | 52,419    |                  |  |  | *   |  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|G. Anthony Gorry, Ph.D.(10)                                        |  |                         | 43,438    |                  |  |  | *   |  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Jules Blake, Ph.D.(11)                                             |  |                         | 36,375    |                  |  |  | *   |  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Philip L. Rohrer, Jr.(12)                                          |  |                         | 33,229    |                  |  |  | *   |  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|David S. Murray(13)                                                |  |                         | 30,833    |                  |  |  | *   |  
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|All directors and executive officers as a group (12 
	persons)(14) |  |                         | 2,185,920 |                  |  |  | 8.3 | %




| |   |                                                 
| | - | ------------------------------------------------
| | * | Represents beneficial ownership of less than 1%.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This table is based upon information supplied by
	officers, directors and principal stockholders and
	Schedules 13D and 13G filed with the Securities and Exchange
	 Commission (the SEC). Beneficial ownership is
	determined in accordance with the rules of the SEC and generally
	includes voting or investment power with respect to securities.
	Except as indicated by footnote, and subject to community
	property laws where applicable, the persons named in the table
	above have sole voting and investment power with respect to all
	shares of Common Stock shown as beneficially owned by them.
	Percentage of beneficial ownership is based on
	25,381,60 shares of Common Stock outstanding as of
	March 15, 2000.
|   
|(2) | Includes 75,000 shares held of record by the
	Brennan Family Limited Partnership and 196,998 shares
	subject to options held by Dr. Brennan exercisable within
	60 days of March 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(3) | Includes an aggregate of 390,891 shares held
	of record by Oxford Bioscience Partners, of which Dr. Walton
	 is a general partner, and by entities related thereto. Also
	includes 31,250 shares subject to options held by
	Dr. Walton exercisable within 60 days of March 15,
	 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(4) | Includes 10,000 shares held of record by the
	Gessler Family Limited Partnership, and 110,589 shares
	subject to options held by Mr. Gessler exercisable within
	60 days of March 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(5) | Includes 183,053 shares subject to options
	held by Dr. Lennon exercisable within 60 days of
	March 15, 2000, 15,879 shares of which are subject to a
	right of repurchase on behalf of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(6) | Includes 176,341 shares subject to options
	held by Dr. Markowitz exercisable within 60 days of
	March 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(7) | Includes 95,417 shares subject to options
	held by Dr. Dolginow exercisable within 60 days of
	March 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(8) | Includes 26,750 shares subject to options
	held by Mr. Sollender exercisable within 60 days of
	March 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(9) | Includes 39,250 shares subject to options
	held by Mr. Dimmler exercisable within 60 days of
	March 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



|     |                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Includes 41,438 shares subject to options
	held by Dr. Gorry exercisable within 60 days of
	March 15, 2000.                                         
|    
|(11) | Includes 36,375 shares subject to options
	held by Dr. Blake exercisable within 60 days of
	March 15, 2000.                                         
|    
|(12) | Includes 33,229 shares subject to options
	held by Mr. Rohrer exercisable within 60 days of
	March 15, 2000.                                        
|    
|(13) | Includes 30,833 shares subject to options
	held by Mr. Murray exercisable within 60 days of
	March 15, 2000.                                        
|    
|(14) | Includes 1,001,523 shares subject to options
	held by all directors and executive officers as a group
	exercisable within 60 days of March 15, 2000.

10



---





|         |                                               
|-------- | ----------------------------------------------
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During April 1999, the Company issued promissory notes in
the amounts of $150,000, $250,000 and $350,000 to
Dr. Dolginow, Mr. Gessler and Dr. Brennan,
respectively, to offset tax liabilities for unrealized capital
gains resulting from stock option exercises. All the promissory
notes bear interest at 5.25% and are collaterally secured.
Dr. Dolginows note is required to be repaid in four
equal annual installments together with accrued interest. The
notes for Dr. Brennan and Mr. Gessler were due and
payable in April 2004. In February 2000, the notes of
Dr. Brennan and Mr. Gessler, aggregating $600,000 plus
accrued interest to date, were repaid in full.

During 1999, the Company entered into a GeneExpress
database subscription with Therapeutic Genomics, Inc.
(TGI). Dr. Walton, a director of the Company,
also serves as a director for TGI.

On July 1, 1999, Dr. Gorry entered into a consulting
agreement with the Company pursuant to which he received options
to purchase 22,500 shares of the Companys common stock
 at the then market value of $3.813 per share. Subsequently,
 the consulting agreement was terminated by the Company.

The Company has entered into indemnity agreements with certain
officers and directors which provide, among other things, that
the Company will indemnify such officer or director, under the
circumstances and to the extent provided for therein, for
expenses (including attorney fees), witness fees, damages,
judgments, fines and settlements he may be required to pay in
actions or proceedings which he is or may be made a party by
reason of his position as a director, officer or other agent of
the Company, and otherwise to the full extent permitted under
Delaware law and the Companys By-laws.

Executive Severance Plan

In furtherance of the stated goals of attracting and retaining
executive officers and other key employees who contribute to the
long-term success of the Company, in March 1999, the Board
of Directors approved the Executive Severance Plan (the
Retention Plan). The Board of Directors subsequently
amended the Retention Plan in March 2000. The purpose of the
 Retention Plan is to encourage eligible employees of the Company
 to continue as employees of the Company in the event of a change
 of control of the Company. The Retention Plan also provides for
severance benefits to those employees if their employment with
the Company is terminated, under certain circumstances, shortly
before or after the change of control of the Company.

The Retention Plan provides the following benefits for the
Companys senior executive officers, which includes the
Companys Chief Executive Officer, President, Chief
Financial Officer and Senior Vice Presidents upon a change in
control:



| |     |                                                                                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | immediate vesting of stock options;                                                                                                                                                                                                                    
|
| | (b) | in the event of involuntary termination without cause or
	constructive termination within 13 months following or
	three months preceding the change of control, payment of
	12 months salary and the maximum bonus for which such
	officer is eligible;
|
| | (c) | in the event of death or disability within 13 months
	following the change of control, payment of six months
	salary and the maximum bonus for which such officer is eligible;                                                                         
|
| | (d) | in the event of termination, payment of outplacement services up
	to $14,500; and                                                                                                                                                                      
|
| | (e) | in the event of termination, continued payment of group health
	care costs for up to 12 months.                                                                                                                                                        

11



---



SIGNATURE

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, on the 1st day of May, 2000.



| |                
| | ---------------
| | GENE LOGIC INC.



| |     |                                    
| | --- | -----------------------------------
| | By: | /s/ MICHAEL J. BRENNAN, M.D., PH.D.

| |                                
| | -------------------------------
| |                                
| | Michael J. Brennan, M.D., Ph.D.
| | Chief Executive Officer and    
| | Chairman of the Board          

12