UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

### FORM 10-Q

[ X ]               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                                                OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended January 31, 2002

or

[       ]            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 0-22354

MARTEK BIOSCIENCES CORPORATION(Exact name of registrant as specified in its charter)

|Delaware
(State of Incorporation) | 52-1399362
(IRS Employer Identification No.)
|--------------------------------- | --------------------------------------------

6480 Dobbin Road, Columbia, Maryland 21045(Address of principal executive offices)

Registrant's telephone number including area code: (410) 740-0081

None(Former name, former address and former fiscal year, if changed since last report)

---

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.XYes No

Common stock, par value $.10 per share: 21,099,498 shares outstanding
                                                          as of March 12, 2002

Page 1 of 16

## PART I - FINANCIAL INFORMATION

## Item 1. Financial Statements

## MARTEK BIOSCIENCES CORPORATION

Balance Sheets($ in thousands, except share data)

`-------------------------------------------------------------------------------------
                                                          January 31,   October 31,
                                                              2002         2001
-------------------------------------------------------------------------------------
                                                           (Unaudited)
Assets:
Current assets
     Cash and cash equivalents                                 $28,966       $20,645
     Short-term investments and marketable securities           14,047         6,037
     Accounts receivable, net                                    3,727         5,101
     Inventories  (Note 3)                                       8,853         6,466
     Other current assets                                        1,056           800
                                                          ---------------------------
Total current assets                                            56,649        39,049
Property, plant and equipment, net                              18,588        16,724
Patents, net                                                       951           773
Other assets                                                       159            57
                                                          ---------------------------

Total assets                                                   $76,347       $56,603
                                                          ===========================


Liabilities and stockholders' equity:
Current liabilities
     Accounts payable                                           $1,191        $1,451
     Accrued liabilities                                         2,808         4,108
     Current portion of unearned revenue                         1,937         1,990
                                                          ---------------------------
Total current liabilities                                        5,936         7,549
Long-term portion of unearned revenue                            2,326         2,353
Commitments (Note 2)
Stockholders' equity
     Preferred stock, $.01 par value; 4,700,000
        shares authorized; none issued or outstanding              ---           ---
     Series A junior participating preferred stock,
        $.01 par value; 300,000 shares authorized;
        none issued or outstanding                                 ---           ---
     Common stock, $.10 par value; 30,000,000 shares
        authorized; 20,961,806 and 19,552,316 shares
        issued and outstanding at January 31, 2002 and
        October 31, 2001,respectively                            2,096         1,955
     Additional paid-in capital                                172,415       148,161
     Deferred compensation                                        (158)          (89)
     Accumulated other comprehensive income                          6             1
     Accumulated deficit                                      (106,274)     (103,327)
                                                          ---------------------------
Total stockholders' equity                                      68,085        46,701
                                                          ---------------------------

Total liabilities and stockholders' equity                     $76,347       $56,603
                                                          ===========================`

Page 2 of 16

## MARTEK BIOSCIENCES CORPORATION

Statements of Operations(Unaudited - $ in thousands, except share and per
share data)

`Three months ended January 31,
-----------------------------------------------------------------------------------------
                                                                   2002             2001
-----------------------------------------------------------------------------------------

Revenues:
    Product sales and royalties:
       Nutritional product sales                                 $5,612           $2,515
       Stable isotope and other product sales                       209              472
       Royalties                                                    122              472
                                                        ---------------------------------
    Total product sales and royalties                             5,943            3,459
    License fees and other revenues                                  27               36
                                                        ---------------------------------
Total revenues                                                    5,970            3,495
Costs and expenses:
    Cost of product sales and royalties                           4,184            2,340
    Research and development                                      2,911            3,007
    Selling, general and administrative                           1,996            1,760
    Other operating expenses                                         85              245
                                                        ---------------------------------
Total costs and expenses                                          9,176            7,352
                                                        ---------------------------------
Loss from operations                                             (3,206)          (3,857)
Other income (expense):
    Miscellaneous income                                             95               34
    Interest income                                                 164              254
    Interest expense                                                ---               (7)
                                                        ---------------------------------
Total other income                                                  259              281
                                                        ---------------------------------

Net loss                                                        ($2,947)         ($3,576)
                                                        =================================

Net loss per share, basic and diluted                            ($0.15)          ($0.20)
                                                        =================================

Weighted average common shares outstanding                   20,185,410       17,811,565
                                                        =================================`

Page 3 of 16

## MARTEK
BIOSCIENCES CORPORATION

Statements of Cash Flows(Unaudited - $ in thousands)

`Three Months ended January 31,
----------------------------------------------------------------------------------------------------
                                                                              2002             2001
----------------------------------------------------------------------------------------------------

Operating activities:
  Net loss                                                                 ($2,947)         ($3,576)
  Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                                             486              439
     Amortization of deferred compensation                                      79               66
     Changes in operating assets and liabilities:
        Accounts receivable                                                  1,374           (1,034)
        Inventories                                                         (2,387)            (595)
        Other assets                                                          (358)            (148)
        Accounts payable                                                      (260)            (148)
        Accrued liabilities                                                 (1,300)            (670)
        Unearned revenue                                                       (80)             (47)
                                                                   ---------------------------------
  Net cash used in operating activities                                     (5,393)          (5,713)

Investing activities:
     Purchase of short-term investments and marketable securities          (10,005)          (2,700)
     Proceeds from sale of short-term investments and
          marketable securities                                              2,000            7,500
     Capitalization of patent costs                                           (215)            (147)
     Purchase of property, plant and equipment                              (2,313)            (346)
                                                                   ---------------------------------
  Net cash (used in) provided by investing activities                      (10,533)           4,307

Financing activities:
     Repayment of notes payable                                                ---             (281)
     Proceeds from the exercise of warrants and options                      2,958              433
     Net proceeds from the issuance of
          common stock in private placement                                 21,289              ---
                                                                   ---------------------------------
  Net cash provided by financing activities                                 24,247              152
                                                                   ---------------------------------

  Net increase (decrease) in cash and cash equivalents                       8,321           (1,254)
  Cash and cash equivalents at beginning of perod                           20,645            2,682
                                                                   ---------------------------------

  Cash and cash equivalents at end of period                               $28,966           $1,428
                                                                   =================================`

Page 4 of 16

## MARTEK BIOSCIENCES
CORPORATION

Statements of Stockholders' Equity

(Unaudited - $ in thousands)

`Accumulated
                                 Common Stock     Additional                 Other
                                 ------------      Paid-in    Deferred   Comprehensive Accumulated
                              Shares     Amount    Capital  Compensation    Income       Deficit      Total
-------------------------------------------------------------------------------------------------------------
Balance at
October 31, 2001              19,552,316   $1,955  $148,161         ($89)           $1    ($103,327) $46,701

   Issuance of common stock
        in private placement,
        net of issuance costs  1,177,000      118    21,171          ---           ---          ---   21,289
   Exercise of stock options
        and warrants             232,490       23     2,935          ---           ---          ---    2,958
   Deferred compensation
        on stock options             ---      ---       148         (148)          ---          ---      ---
   Amortization of
        deferred compensation        ---      ---       ---           79           ---          ---       79
   Net loss                          ---      ---       ---          ---           ---       (2,947)  (2,947)
   Other comprehensive
        income:
      Unrealized gain
       on investments                ---      ---       ---          ---             5          ---        5
                                                                                                     --------
           Comprehensive loss                                                                         (2,942)
-------------------------------------------------------------------------------------------------------------
Balance at
January 31, 2002              20,961,806   $2,096  $172,415        ($158)           $6    ($106,274) $68,085
=============================================================================================================`

Page 5 of 16

## MARTEK BIOSCIENCES CORPORATION

Basis of
Presentation. The accompanying unaudited financial statements of Martek
Biosciences Corporation (the Company) have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the quarter ended January 31, 2002 are not
necessarily indicative of the results that may be expected for the year ended
October 31, 2002. For further information, refer to the financial statements and
footnotes thereto included in the Companys Annual Report on Form 10-K for
the year ended October 31, 2001.

Revenue Recognition.
Revenue is recognized on product sales when goods are shipped. Revenue from
licensing agreements is recognized in general over the term of the agreement, or
in certain circumstances, when milestones are met. Revenues on cost
reimbursement and fixed price contracts are generally recognized on the
percentage of completion method of accounting as costs are incurred. Revenue
recognized in the accompanying Statements of Operations is not subject to
repayment. Revenue received that is related to future performance under such
contracts is deferred and recognized as revenue when earned.

Foreign Currency Transactions.
Foreign currency transactions are translated into U.S. dollars at prevailing rates. Gains or losses
resulting from foreign currency transactions are included in current period income or loss as incurred. Currently, all material
transactions of the Company are denominated in U.S. dollars, and the Company has not entered into any material transactions that are
denominated in foreign currencies.

Inventories.Inventories are stated at the lower of cost or market including appropriate
elements of material, labor and indirect costs and are valued using the weighted
average approach that approximates the first-in, first-out method. Inventories
include products and materials held for sale as well as products and materials
that can alternatively be used in the Companys research and development
activities. Inventories identified for development activities are expensed in
the period in which such inventories are designated for such use.

Impairment of Long Lived
Assets and Long Lived Assets to be Disposed of. The Company reviews
long-lived assets and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future undiscounted net
cash flows expected to be generated by the asset. For purposes of estimating
undiscounted cash flows, the Company does not group cash flows on different
levels as only one significant line of business is identified. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of assets exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. In the past, the Company has not
incurred any impairment expense.

Segment Information.The Company currently operates in one business segment, that being the
development and commercialization of novel products from microalgae. The Company
is managed and operated as one business. The entire business is comprehensively
managed by a single management team that reports to the Chief Executive Officer.
The Company does not operate separate lines of business or separate business
entities with respect to its products or product candidates. Accordingly, the
Company does not accumulate discrete financial information with respect to
separate product areas and does not have separately reportable segments as
defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information."

Page 6 of 16

Short-term Investments
and Marketable Securities.The Company has classified all debt securities as
available-for-sale. Available-for-sale securities are carried at specific
identification cost and consist of U.S. government obligations with average
maturities of less than one year. Unrealized gains and losses on these
securities are reported as accumulated other comprehensive income (loss), which
is a separate component of stockholders equity. Realized gains and losses
and declines in value judged to be other than temporary are included in other
income, based on the specific identification method.

Comprehensive Income
(Loss). Comprehensive income (loss) is comprised of net loss and other
comprehensive income. Other comprehensive income includes certain changes in
equity that are excluded from net income, such as translation adjustments, and
unrealized holding gains and losses on available-for-sale marketable securities.
Comprehensive loss for the three months ended January 31, 2002 and 2001 was
$2,942,000 and $3,567,000, respectively.

Reclassification.
Certain amounts in the prior period's financial statements have been reclassified to conform to the current
period presentation.

The Company has entered
into various collaborative research and license agreements for its
non-nutritional algal technology. Under these agreements, the Company is required
to fund research or to collaborate on the development of potential products.
Certain of these agreements also commit the Company to pay royalties upon the
sale of certain products resulting from such collaborations. For the three
months ended January 31, 2002 and 2001, Martek incurred approximately
$16,700 and $1,700, respectively, in royalties under such agreements pertaining
to the Company's fluorescent marker products.

Martek currently contracts
with a third party supplier to produce its arachidonic acid oil. At January 31,
2002, the Company had outstanding inventory purchase commitments to this
supplier totaling approximately $2.5 million.

Inventories consist of the following:

`January 31,         October 31,
                                                             2002                2001
                                                       -----------------    ---------------

                          Finished products                  $5,393,000         $5,575,000
                          Work in process                     3,532,000            711,000
                          Raw materials                         128,000            274,000
                          Less inventory reserve               (200,000)           (94,000)
                                                       -----------------    ---------------
                                                             $8,853,000         $6,466,000
                                                       =================    ===============`

At January 31, 2002, the
Company had net operating loss carryforwards of approximately $100,230,000 for
income tax purposes that expire in years 2002 through 2021. A tax benefit of an
additional approximately $21.2 million of net operating losses related to stock
options will be credited to equity when the benefit is realized through
utilization of net operating loss carryforwards.

Page 7 of 16

Deferred income taxes
reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. The Companys total net deferred tax
assets, which resulted primarily from net operating losses, were $40,912,000 and
$39,709,000 at January 31, 2002 and October 31, 2001, respectively. Because it
is more likely than not that some portion or all of these deferred tax assets
will not be realized, they were fully reserved for by a valuation allowance at
January 31, 2002 and October 31, 2001.

On March 31, 2000, Martek
entered into a worldwide non-exclusive license agreement with Abbott
Laboratories relating to the use of the Companys proprietary long-chain
polyunsaturated fatty acids in infant formulas. The Company received total
consideration of $4.5 million, which represents license fees and royalty
prepayments. Of this amount, $500,000 may be credited against on-going royalties
or Abbott Laboratories purchase from the Company of its products. The
license fees are non-refundable and will be recognized as revenue on a
straight-line basis over the twenty-five year term of the agreement. The
non-refundable royalty prepayment, as well as potential ongoing royalties, will
be recognized as revenue as products are introduced by the licensee in
accordance with the terms of the agreement. The license agreement may be
terminated by the licensee upon proper notification subsequent to the first
anniversary of the date upon which the licensee has made all payments to the
Company in accordance with the agreement. The Company recognized approximately
$27,000 in license fee revenue and approximately $52,000 in royalty revenues
from this agreement during the three-month period ended January 31, 2002.

On December 17, 2001,
1,177,000 shares of the Companys common stock were issued in a private
placement resulting in net proceeds to the Company of approximately $21.3 million.
The stock was issued at a price of $19.25 per share.

Page 8 of 16

## Item  2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

## Cautionary Note

This Managements
Discussion and Analysis of Financial Condition and Results of Operations
contains forward-looking statements concerning our business and operations,
including, among other things, statements concerning our:

Forward-looking statements include those statements containing words such as:

All of these
forward-looking statements involve risks and uncertainties. They are all made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. We wish to caution you that our actual results may differ
significantly from the results we discuss in our forward-looking statements. We
discuss the risks that could cause such differences in this Managements
Discussion and Analysis, in Exhibit 99.1 to this Form 10-Q, and in various other
filings with the Securities and Exchange Commission (SEC).

## General

Martek was founded in 1985.
We are a leader in the development and commercialization of products derived
from microalgae. Our leading products are nutritional oils used as ingredients
in infant formula and foods, and as ingredients in, and encapsulated for use as,
dietary supplements. Our nutritional oils are comprised of fatty acid
components, primarily docosahexaenoic acid, commonly known as DHA, and
arachidonic acid, commonly known as ARA. Many researchers believe that these
fatty acids may enhance mental and visual development in infants, and play a
pivotal role in brain function throughout life. Low levels of DHA in adults have
also been linked with a variety of health risks, including cardiovascular
problems, cancer, and various neurological and visual disorders. Additional
applications of our patented technology based upon microalgae include our algal
genomics technology and our currently marketed fluorescent detection products
and technologies that can be used by researchers as an aid in drug discovery and
diagnostics. In 1992, we realized our first revenues from license fees related
to our nutritional oils

Page 9 of 16

containing DHA and ARA and
sales of sample quantities of these oils. In 1995, we recognized our first
product and royalty revenues from sales of infant formula containing these oils,
and in 1996, we began to realize revenues from the sale of Neuromins®, a
DHA dietary supplement. In 1998, we first realized revenues from the sale of our
new phycobilisome fluorescent detection products. We currently have license
agreements with seven infant formula manufacturers representing approximately
60% of the estimated $6 to $8 billion worldwide market for infant formula. Five
of these licensees are now marketing term infant formula products containing our
oils in 25 countries and pre-term infant formula products containing our oils in
over 60 countries around the world, and two of our licensees have completed the
process required to enable them to market these products in the United States.

We have incurred losses in
each year since our inception. At January 31, 2002, our accumulated deficit was
approximately $106,274,000. Although we anticipate significant growth in sales
of our nutritional oils, we expect to continue to experience quarter-to-quarter
and year-to-year fluctuations in revenues, expenses and losses, some of which
may be significant. The timing and extent of such fluctuations will depend, in
part, on the timing and receipt of oils-related revenues. The extent and timing
of future oils-related revenues are largely dependent upon:

Because of this, the timing
or likelihood of future profitability is largely dependent on factors over which
we have no control.

## Management
Outlook and Regulatory Issues

We believe that the outlook
for future revenue growth remains positive, and fiscal 2002 sales will surpass
prior year levels, although quarterly results may show fluctuations in product
sales. Specifically, we believe that for fiscal 2002 as a whole, term infant
formulas containing our oils will be introduced in additional countries and
sales and royalties from our nutritional oils will continue to grow. To date,
five of our infant formula licensees have obtained the regulatory approval,
where required, to sell term infant formula products containing our oils in 25
countries and pre-term infant formula products containing our oils in over 60
countries around the world. Two of our licensees have completed the process required
to enable them to market these products in the United States.

In February 2002, one of
our licensees, Mead Johnson Nutritionals, introduced an infant formula
supplemented with our oils under the brand name Enfamil LIPIL  in the
United States. Additionally, on March 1, 2002, another licensee, The Ross
Products Division of Abbott Laboratories, announced that it plans to launch an
infant formula supplemented with our oils in the United States in April 2002.

## Results Of
Operations

Revenues for the quarter
ended January 31, 2002 were $5,970,000, a 71% increase from revenues of
$3,495,000 for the same period in 2001. Total product sales and royalties during
the quarter ended January 31, 2002 increased by $2,484,000 or 72% from the
quarter ended January 31, 2001. Sales of nutritional products increased by
$3,097,000 or 123% for the quarter ended January 31, 2002 over the same period
in 2001. The increase in nutritional product sales is primarily due to increased
sales of oil to infant formula licensees. Royalties on sales of infant formula
products decreased $350,000 or 74% for the quarter ended January 31, 2002 when
compared to the quarter ended January 31, 2001. Royalty revenues are generally
declining since we recently switched almost all of our infant formula customers
over to all-inclusive pricing arrangements. The change to all-inclusive pricing
does not have a material impact on our overall financial results as the
economics of flat-rate pricing are similar to the economics of existing
royalty-bearing

Page 10 of 16

arrangements, with the
current transfer price and royalty combined into one initial price with a slight
discount. All-inclusive pricing does, however, eliminate the time lag in
recognizing trailing royalty revenues, which has generally been 3 to 6 months
after the initial sale of oil. We anticipate that royalty revenues will continue
to decline in the future as sales of our bulk oil increase to infant formula
licensees under all-inclusive pricing arrangements.

Sales of other products
decreased 56% for the quarter ended January 31, 2002 compared to the same period
in 2001, primarily due to the sale of the stable isotope product line in
November 2001. Sales of fluorescent marker products increased $203,000 or over
thirty-fold in the quarter ended January 31, 2002 over the quarter ended January
31, 2001, the result of increased sales under a distribution agreement with
PerkinElmer Life Sciences, which was entered into in early 2001.

Cost of product sales and
royalties increased to 70% of product sales and royalties for the quarter ended
January 31, 2002, up from 68% for the same period in 2001. The high cost of
sales incurred during the quarter ended January 31, 2002 includes costs
associated with both ARA and DHA production. Our gross profit margins are
significantly impacted by the cost of ARA oil (as compared to DHA oil), which is
currently manufactured by a third party, DSM Gist B.V. ARA typically represents
approximately two-thirds of our product sales to infant formula licensees. We
believe that, with the complete amortization of the start up costs associated
with DSM (currently included in the cost of ARA) and increased volume purchases,
the cost of our ARA oil will decrease significantly during the third quarter of
fiscal year 2002, resulting in improved gross profit margins. DHA production
costs remained high during the quarter due to continued scale-up experiments and
reduced output as a result of a scheduled annual maintenance shutdown at our
Winchester, KY production plant. In October 2001, we began construction to
significantly increase our fermentation capacity and add a new shipping,
packaging, cold storage and office building at our Winchester plant. Upon
completion, which is expected in the Fall of 2002, production capacity at our
plant should more than double. We believe that with this expansion, in
conjunction with the use of fermentation facilities at FermPro Manufacturing,
L.P., the acquisition of which is currently being negotiated, we should have the
capacity needed to meet market demand in the long term and realize improved
economies of scale.

Research and development
costs decreased $96,000 or 3% in the quarter ended January 31, 2002 as compared
to the quarter ended January 31, 2001. This decrease is primarily due to the
sale of the stable isotope product line to a third party in November 2001. Over
one-half of our current R&D expenditures relate to large-scale development
efforts at the Winchester, KY plant. We believe that these costs will decline
over time resulting in improved gross profit margins. Future output should also
increase as yields are increased.

Selling, general and
administrative expenses increased by $236,000 or 13% in the quarter ended
January 31, 2002 as compared to the same period in 2001, primarily as a result
of increased corporate insurance and legal expenses.

Other operating expenses
decreased by $160,000 or 65% in the quarter ended January 31, 2002 when compared
to the quarter ended January 31, 2001. These expenses consist of costs
associated with obtaining additional production capacity, and may fluctuate as
we evaluate and test new technologies and equipment to manufacture our
nutritional oils.

Other income, net,
decreased $22,000, or 8%, during the quarter ended January 31, 2002 compared to
the same period in 2001. This decrease is primarily due to lower interest earned
on investments.

As a result of the
foregoing, net loss for the quarter ended January 31, 2002 was $2,947,000, or
$.15 per share, compared to a net loss of $3,576,000, or $.20 per share for the
quarter ended January 31, 2001.

Page 11 of 16

## Liquidity and
Capital Resources

We have financed our operations primarily from:

Since our inception, we
have raised approximately $171 million from public and private sales of our
equity securities, as well as option and warrant exercises. We raised
approximately $21 million in December 2001 and approximately $18.7 million in
March 2001 from private placements of our common stock.

Through January 31, 2002,
we have incurred an accumulated deficit of $106,274,000. Our balance of cash and
cash equivalents at January 31, 2002 was $28,966,000. In addition, at January
31, 2002, we had $14,047,000 in short-term investments and marketable
securities, which consist primarily of U.S. Government securities with average
maturities of less than one year. Our cash, cash equivalents, short-term
investments and marketable securities increased approximately $16.4 million since
October 31, 2001, primarily due to the funds received from the private placement
of our common stock in December 2001, offset by cash used to fund operations.

The planned expansion and
continuing development and optimization of our production facility in
Winchester, KY will have a material effect upon our liquidity and capital
resources. Since October 31, 2001, we have spent approximately $2.3 million on
capital equipment at our plant. The initial buildout of our fermentation
facility, which should more than double our production capacity at our
Winchester, KY plant, may cost up to $15 million. Expansion of office, warehouse
and packaging facilities, which is currently underway, may cost an additional $4
million. We believe that these expenditures can be funded with existing funds.
In the longer term, however, we may require additional funds in excess of $20
million to:

The ultimate amount of additional funding, if any, that we may require will
depend, among other things, on one or more of the following factors:

Page 12 of 16

If additional funds are needed in the future to continue to finance our operations and/or additional capital needs, we would most
likely raise these funds through:

We can offer no assurance that, if needed, any of these financing alternatives will be available to us on terms that would be
acceptable, if at all.

## Item 3.
Quantitative and Qualitative Disclosure About Market Risk

Quantitative and
qualitative disclosures about market risk are not required because the
underlying risk items are not material.

Page 13 of 16

# PART II -
OTHER INFORMATION

## Item 1. Legal
Proceedings.

OmegaTech, Inc., Monsanto Corporation, Aventis S.A. and Nagase & Co. Ltd. are challenging our European patent covering our
DHA-containing oils.  At a hearing in October 2000, the Opposition Division of the European Patent Office ("EPO") revoked our patent
on the grounds that it was too broad.  We immediately appealed this ruling, and, as a result, the patent was reinstated and it will
remain in effect during the appeal process. A hearing on the appeal is likely to be held during the second half of 2002.

BASF A.G., F. Hoffman - LaRoche A.G., Friesland Brands B.V., OmegaTech Inc., Societe des Produits Nestle S.A., and Suntory Limited
have filed their grounds for opposing our ARA patent issued by the EPO, with the Opposition Division of the EPO. The validity of the
patent is unaffected by these filings. The opposition process is not expected to be completed until sometime in 2005, at the earliest.

BASF A.G., F. Hoffman - LaRoche A.G., OmegaTech Inc., Societe des Produits Nestle S.A., and Suntory Limited have filed their grounds
for opposing our blended-oil (blend of DHA and ARA oils) patent issued by the EPO, with the Opposition Division of the EPO.  The
validity of the patent is unaffected by these filings.  The opposition process is not expected to be completed until sometime in
2006, at the earliest.

We are not a party to any other material legal proceedings.

## Item 2.
Changes in Securities.

See Item 5 "Changes in Securities", Part II of Form 10-K for the year ended October 31, 2001.

## Item 3. Defaults
Upon Senior Securities.

Not Applicable

## Item 4.  Submission of Matters to a vote of Security Holders.

Martek's Annual Meeting of Stockholders was held on March 14, 2002.  Following
 are descriptions of the matters voted on and the results of such voting:
1.  Election of Directors.  The following members were elected to Martek's Board of
Directors to hold office for the periods indicated below:

`Elected Until
                                         Annual Meeting
           Nominee                         To Be Held                  In Favor                Withheld

           Henry Linsert, Jr.                  2005                    16,031,885             1,307,544
           Jules Blake, Ph.D.                  2005                    16,838,399               501,030
           Ann L. Johnson, M.D.                2005                    16,839,119               500,310
           Sandra Panem, Ph.D.                 2005                    16,838,619               500,810

           Directors Continuing in Office:

           Douglas J. MacMaster, Jr.
           John H. Mahar
           Eugene H. Rotberg
           Gordon S. Macklin
           Richard J. Radmer, Ph.D.
           William D. Smart`

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2.  The proposal to approve an amendment to the
Corporations Restated Certificate of Incorporation to increase the number
of authorized shares of Common Stock from 30,000,000 to 100,000,000 shares was approved by
a vote of 13,370,962 For; 3,946,859 Against; 21,608 Abstain.

3.  The proposal to approve the Company's 2002 Stock Incentive Plan was approved by a vote of 7,193,723 For; 4,309,431 Against; 449,799 Abstain; 5,386,476
Non-vote.

## Item 5. Other
Information.

None

## Item 6.
Exhibits and Reports on Form 8-K

Page 15 of 16

# SIGNATURES

Pursuant to the requirements 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.

| | MARTEK BIOSCIENCES CORPORATION
                                (Registrant)
| | ---------------------------------------------------------------------------

|Date:    March 18, 2002 | /s/ Peter L. Buzy
Peter L. Buzy, Chief Financial and Accounting Officer
|----------------------- | -----------------------------------------------------------------------

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