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 July 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

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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: 23,273,308 shares outstanding
                                                          as of September 10, 2002

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## PART I -
FINANCIAL INFORMATION

## Item 1.
Financial Statements

`MARTEK BIOSCIENCES CORPORATION

Consolidated Balance Sheets
($ in thousands, except share and per share data)
-------------------------------------------------------------------------------------------------------
                                                                               July 31,   October 31,
                                                                                 2002         2001
-------------------------------------------------------------------------------------------------------
                                                                             (Unaudited)
Assets:
Current assets
     Cash and cash equivalents                                                    $20,814      $20,645
     Short-term investments and marketable securities                               8,013        6,037
     Accounts receivable, net                                                       8,102        5,101
     Inventories  (Note 4)                                                          8,694        6,466
     Other current assets                                                           1,266          800
                                                                             --------------------------
Total current assets                                                               46,889       39,049
Property, plant and equipment, net                                                 29,747       16,724
Goodwill and other intangibles, net                                                43,884          773
Other assets                                                                          648           57
                                                                             --------------------------

Total assets                                                                     $121,168      $56,603
                                                                             ==========================


Liabilities and stockholders' equity:
Current liabilities
     Accounts payable                                                              $2,432       $1,451
     Accrued liabilities                                                            5,663        4,108
     Current portion of leases                                                        153          ---
     Current portion of unearned revenue                                            1,937        1,990
                                                                             --------------------------
Total current liabilities                                                          10,185        7,549
Long-term portion of unearned revenue                                               2,273        2,353
Long-term portion of leases                                                             2          ---
Commitments (Note 3)                                                                4,000          ---
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; 100,000,000  shares
        authorized; 23,256,600 and 19,552,316 shares issued
        and outstanding at July 31, 2002 and October 31, 2001,
        respectively                                                                2,325        1,955
     Additional paid-in capital                                                   230,364      148,161
     Deferred compensation                                                            (49)         (89)
     Accumulated other comprehensive income                                             3            1
     Accumulated deficit                                                         (127,935)    (103,327)
                                                                             --------------------------
Total stockholders' equity                                                        104,708       46,701
                                                                             --------------------------

Total liabilities and stockholders' equity                                       $121,168      $56,603
                                                                             ==========================

See accompanying notes.`

Page 2 of 21

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`MARTEK BIOSCIENCES CORPORATION

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

                                                          Three months ended July 31,   Nine months ended July 31,
------------------------------------------------------------------------------------------------------------------
                                                                 2002         2001             2002         2001
------------------------------------------------------------------------------------------------------------------

Revenues:
    Product sales:
       Nutritional product sales                               $13,214       $4,946          $29,965      $10,596
       Other product sales                                         197          438              580        1,314
       Royalties                                                   106           88              312        1,000
                                                         ---------------------------   ---------------------------
    Total product sales and royalties                           13,517        5,472           30,857       12,910
    Other revenue                                                   27           93               80          163
                                                         ---------------------------   ---------------------------
Total revenues                                                  13,544        5,565           30,937       13,073
Costs and expenses:
    Cost of product sales and royalties                          8,538        3,886           21,007        8,614
    Research and development                                     2,947        3,198            9,180        9,262
    Acquired in-process research and development                   ---          ---           15,788          ---
    Restructuring charge                                         1,266          ---            1,266          ---
    Selling, general and administrative                          4,515        2,050            8,707        5,931
    Other operating expenses                                       255           88              350          386
                                                         ---------------------------   ---------------------------
Total costs and expenses                                        17,521        9,222           56,298       24,193
                                                         ---------------------------   ---------------------------
Loss from operations                                            (3,977)      (3,657)         (25,361)     (11,120)
Other income (expense):
    Miscellaneous income                                            89           36              272          111
    Interest income                                                149          310              486          891
    Interest expense                                                (5)         ---               (5)          (9)
                                                         ---------------------------   ---------------------------
Total other income, net                                            233          346              753          993
                                                         ---------------------------   ---------------------------

Net loss                                                       ($3,744)     ($3,311)        ($24,608)    ($10,127)
                                                         ===========================   ===========================

Net loss per share, basic and diluted                           ($0.16)      ($0.17)          ($1.14)      ($0.54)
                                                         ===========================   ===========================

Weighted average common shares outstanding                  23,191,561   19,351,957       21,543,903   18,634,536
                                                         ===========================   ===========================

See accompanying notes.`

Page 3 of 21

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`MARTEK BIOSCIENCES CORPORATION

Consolidated Statements of Cash Flows
(Unaudited - $ in thousands)

                                                                     Nine Months ended July 31,
-------------------------------------------------------------------------------------------------
                                                                          2002           2001
-------------------------------------------------------------------------------------------------

Operating activities:
  Net loss                                                               ($24,608)      ($10,127)
  Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                                          1,762          1,346
     Amortization of deferred compensation                                    189            248
     Acquired in-process research and development                          15,788          - - -
     Changes in assets and liabilities:
        Accounts receivable                                                (2,439)        (1,052)
        Inventories                                                          (943)        (1,580)
        Other assets                                                         (614)           875
        Accounts payable                                                   (1,807)            (7)
        Accrued liabilities                                                (1,112)          (487)
        Unearned revenue                                                     (133)          (143)
                                                                     ----------------------------
  Net cash used in operating activities                                   (13,917)       (10,927)

Investing activities:
     Purchase of short-term investments and marketable securities          (9,976)       (30,992)
     Proceeds from sale of short-term investments and
          marketable securities                                             8,000         43,576
     Capitalization of patent costs                                          (713)          (414)
     Purchase of property, plant and equipment                            (13,854)        (1,234)
     Acquisition of OmegaTech, Inc., net of cash acquired                     211          - - -
                                                                     ----------------------------
  Net cash provided by (used) in investing activities                     (16,332)        10,936

Financing activities:
     Repayment of leases and notes payable                                    (44)          (472)
     Proceeds from the exercise of warrants and options                     9,173          5,547
     Proceeds from the issuance of
          common stock in private placement                                21,289         18,710
                                                                     ----------------------------
  Net cash provided by financing activities                                30,418         23,785
                                                                     ----------------------------

  Net increase in cash and cash equivalents                                   169         23,794
  Cash and cash equivalents at beginning of period                         20,645          2,682
                                                                     ----------------------------

  Cash and cash equivalents at end of period                              $20,814        $26,476
                                                                     ============================

See accompanying notes.`

Page 4 of 21

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`MARTEK BIOSCIENCES CORPORATION

Consolidated 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 cost      1,177,000       118     21,171           ---            ---          ---     21,289
 Exercise of stock options
    and warrants                761,556        76      9,097           ---            ---          ---      9,173
 Deferred compensation
    on stock options                ---       ---        149          (149)           ---          ---        ---
 Amortization of
    deferred compensation           ---       ---        ---           189            ---          ---        189
 Issuance of common stock in
    connection with the
    acquisition of
    OmegaTech, Inc.           1,765,728       176     51,786           ---            ---          ---     51,962
 Net loss                           ---       ---        ---           ---            ---      (24,608)   (24,608)
 Other comprehensive
    income:
   Unrealized gain
     on investments                 ---       ---        ---           ---              2          ---          2
                                                                                                       -----------
    Comprehensive loss                                                                                    (24,606)
------------------------------------------------------------------------------------------------------------------
Balance at
July 31, 2002                23,256,600    $2,325   $230,364          ($49)            $3    ($127,935)  $104,708
==================================================================================================================

See accompanying notes.`

Page 5 of 21

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## MARTEK BIOSCIENCES CORPORATION

## Notes to Consolidated Financial Statements (Unaudited)

1.  Basis of Presentation and Significant Accounting Policies

Basis of Presentation.   The accompanying unaudited consolidated financial statements of Martek Biosciences
Corporation and its wholly owned subsidiary (the "Company") have been prepared in accordance with accounting
principles generally accepted in the United States 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 accounting principles generally accepted in the United States 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 July 31, 2002 are
not necessarily indicative of the results that may be expected for the year ending October 31, 2002.  For further
information, refer to the financial statements and footnotes thereto included in Martek Biosciences Corporation's
Annual Report on Form 10-K for the year ended October 31, 2001.

Consolidation.  The consolidated financial statements include the accounts of Martek Biosciences Corporation and
its wholly owned subsidiary Martek Biosciences Boulder Corporation (formerly known as OmegaTech, Inc.) which was
acquired on April 25, 2002, after elimination of all significant intercompany balances and transactions.

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 received that is related to future performance
under such contracts is deferred and recognized as revenue when earned. Revenue recognized in the accompanying
Statements of Operations is not subject to repayment.

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.

Page 6 of 21

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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 have separately reportable segments as
defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information."

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 nine months ended July 31, 2002 and 2001 was $24,606,000 and $10,124,000, respectively.

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

Recently  Issued  Accounting  Pronouncements.  In April  2002,  the  FASB  issued  SFAS  145,  "Rescission  of FASB
Statements  4, 44 and 64,  Amendment  of FASB  Statement  13, and  Technical  Corrections".  SFAS 145  rescinds the
provisions of SFAS 4 that requires  companies to classify  certain  gains and losses from debt  extinguishments  as
extraordinary  items,  eliminates the  provisions of SFAS 44 regarding  transition to the Motor Carrier Act of 1980
and amends the  provisions  of SFAS 13 to require that certain  lease  modifications  be treated as sale  leaseback
transactions.  The  provisions  of SFAS 145 related to  classification  of debt  extinguishment  are  effective for
fiscal years beginning after May 15, 2002. The provisions of SFAS 145 related to lease  modification  are effective
for  transactions  occurring  after May 15, 2002.  The Company does not expect the provisions of SFAS 145 to have a
material impact on its financial position or results of operations.

In June 2002, the FASB issued  Statement of Financial  Accounting  Standard  (SFAS) No. 146,  "Accounting for Costs
Associated  With Exit or Disposal  Activities".  SFAS 146  nullifies  Emerging  Issues Task Force  (EITF) Issue No.
94-3,  "Liability  Recognition  for  Certain  Employee  Termination  Benefits  and Other  Costs to Exit an Activity
(Including  Certain Costs Incurred in a  Restructuring)".  SFAS 146 requires that a liability for a cost associated
with an exit or disposal  activity be recognized  when the liability is incurred.  Therefore,  SFAS 146  eliminates
the  definition  and  requirements  for  recognition  of exit costs in EITF 94-3.  The  provisions  of SFAS 146 are
effective for exit or disposal  activities  that are initiated after December 31, 2002. The Company does not expect
the adoption of this statement to have a material impact on its consolidated financial statements.

2. Acquisition of OmegaTech

On April 25, 2002, the Company completed its acquisition of OmegaTech,  Inc. ("OmegaTech"),  a DHA producer located
in Boulder,  Colorado,  by means of a statutory merger (the "Merger"),  merging a wholly owned subsidiary of Martek
with and into  OmegaTech  pursuant to an Agreement and Plan of Merger dated as of March 25, 2002, as amended  (the
"Merger Agreement").  Upon the completion of the Merger,  OmegaTech became a wholly owned subsidiary of the Company
and its name was changed to Martek Biosciences Boulder Corporation.

Page 7 of 21

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Effective  April 25, 2002, the Company issued  1,623,983  shares of the Company's  common stock,  and  subsequently
issued 141,745 shares of the Company's  common stock,  totaling  1,765,728  shares of the Company's common stock in
exchange for all of the outstanding  capital stock of OmegaTech.  A portion of the proceeds from this issuance were
used to pay off  certain  pre-closing  liabilities  to certain  lenders and  vendors of  OmegaTech,  and to certain
employees  to  satisfy  certain  liabilities  of  OmegaTech.   The  aggregate  purchase  price  for  OmegaTech  was
approximately  $54,065,000,  of which approximately $49,228,000 was related to the value of 1,765,728 shares of the
Company's  common  stock  ($1.5  million of which  related to  OmegaTech  transaction  costs paid by the  Company),
approximately  $2,100,000  was  for  the  Company's  acquisition  related  fees  and  expenses,  and  approximately
$2,700,000  was related to the fair value of 154,589  vested  OmegaTech  stock options that were assumed as part of
the  transaction.  The Merger  Agreement also provides for an additional  stock  consideration of up to $40 million
if certain  milestones are met. Two of these milestones  relate to operating results (sales and gross profit margin
objectives  over the next two years) and two relate to  regulatory  and labeling  approvals in the U.S. and Europe.
The total Martek common stock that may be issued relating to this additional  consideration  is  approximately  1.4
million shares based on the closing deal price of $27.88 per share, but may increase to  approximately  2.3 million
shares  depending  on the  average  market  price of the  Company's  stock on the  dates  that the  milestones  are
achieved.  The Merger has been accounted for as a purchase in accordance  with SFAS No. 141, and,  accordingly,  the
results of operations of OmegaTech  have been included in the  accompanying  consolidated  statements of operations
from the date of the  acquisition.  In accordance  with SFAS No. 141, the purchase  price has been allocated to the
assets and liabilities of OmegaTech based on their fair value.

As part of the purchase  price  allocation,  all intangible  assets that were a part of the Merger were  identified
and valued.  It was  determined  that the technology  assets  acquired had  continuing  value.  As a result of this
identification  and valuation  process,  the Company allocated  approximately  $15,788,000 of the purchase price to
in-process  research and  development  projects.  This  allocation  represented  the estimated  fair value based on
risk-adjusted  cash flows  pertaining  to the  incomplete  research  and  development  related  primarily  to three
projects.  At the  date of  acquisition,  the  development  of these  projects  had not yet  reached  technological
feasibility  and the research  and  development  in progress  had no  alternative  future  uses.  Accordingly,  the
acquired in-process research and development was charged to expense as of the date of the Merger.

As a result of the valuation of the purchase price and  identification  of related  assets,  the Company  allocated
the following to identifiable intangible assets:

`Intangible                                  Fair        Estimated Useful
             Asset                                    Value             Life
        ----------------------------------- -------------------- --------------------
        Trademarks                                $8,955,000          Indefinite
        Patents                                    3,256,000          10 years
        Core technology                            1,961,000          Indefinite
        Current products                         $11,434,000          15 years`

The excess of the purchase
price over the fair value of tangible and identifiable intangible net assets of
approximately $17,188,000, as of April 25, 2002, was allocated to goodwill. In
accordance with SFAS No. 142, this amount will not be systematically amortized
but rather the Company will perform an annual assessment for impairment by
applying a fair-value-based test.

Page 8 of 21

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The aggregate purchase
price of approximately $54,065,000, including acquisition costs, was allocated
as follows:

`Trademarks                                                 $ 8,955,000
        Patents                                                      3,256,000
        Core technology                                              1,961,000
        Current products                                            11,434,000
        In-process research and development                         15,788,000
        Goodwill                                                    17,188,000
                                                             -------------------
                                                                    58,582,000
        Tangible net liabilities assumed, at fair value             (4,517,000)
                                                             -------------------
                                                                   $54,065,000
                                                             ===================`

The preliminary allocation
of the purchase is subject to revision based on the final determination of fair
values and final assessment of certain tax matters. The final purchase price may
differ from this preliminary amount due to adjustment to acquisition related
costs.

The following unaudited pro
forma operating results combine the results of the Company for the nine month
periods ended July 31, 2002 and 2001 with the results of the former OmegaTech
for the nine month periods ended July 31, 2002 and 2001, assuming the Merger had
been consummated at the beginning of each period. These pro forma amounts for
both periods presented exclude the one time charge of $15.8 million for
in-process research and development related to the Merger.

`For the Nine Month Period
                                                   Ended July 31,
                                               2002             2001
--------------------------------------------------------------------------
Revenues                                    $33,744,000      $18,279,000
Net loss                                   ($14,999,000)    ($24,046,000)
Weighted average shares outstanding          22,689,000       20,400,000
Net loss per share - basic and diluted            ($.66)          ($1.18)`

3.  Commitments

The Company is a party to a
settlement agreement in which OmegaTech had previously licensed and then
transferred back certain technology relating to human applications for DHA
developed by a third party. The 10-year agreement calls for minimum cash
payments as well as ongoing royalties to the third party upon the sale of
products containing OmegaTechs DHA oil. Under the agreement, the Company
must pay royalties of 5% on net sales for human application and aquaculture
products, and 2% on net sales for animal application products for sales of DHA
derived from OmegaTechs patented organism. Commencing with the year ending
June 30, 2003 through the year ending June 30, 2010, the agreement is subject to
annual minimums of $500,000. A $3 million payment is due at the end of the term
of the agreement on July 31, 2010. The Company has estimated the present value
of the future minimum payments due under this agreement to be approximately $4
million, and has accrued this amount as a long-term liability at July 31, 2002.

As a result of the Merger,
the Company is also subject to a prior commitment to purchase a minimum quantity
of DHA biomass on favorable terms from a third party manufacturer. The
three-year commitment expires on December 31, 2004 and totals approximately $2.4
million per year.

Page 9 of 21

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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
nine months ended July 31, 2002 and 2001, Martek incurred approximately $69,000
and $25,000, 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 July 31,
2002, the Company had outstanding inventory purchase commitments to this
supplier totaling approximately $6 million.

4.  Inventories

`July 31,          October 31,
                                                               2002                2001
                                                       -----------------    ---------------

                          Finished products                  $5,156,000         $5,575,000
                          Work in process                     3,603,000            711,000
                          Raw materials                         135,000            274,000
                                                       -----------------    ---------------
                            Total inventory                   8,894,000          6,560,000
                          Less inventory reserve               (200,000)           (94,000)
                                                       -----------------    ---------------
                            Net inventory                    $8,694,000         $6,466,000
                                                       =================    ===============`

5.  Goodwill and Intangible Assets

Under Statement of
Financial Accounting Standards (SFAS) 142, goodwill impairment is
deemed to exist if the net book value of a reporting unit (i.e., the
level with the consolidated business at which goodwill impairment is measured)
exceeds its estimated value. This methodology differs from the Companys
previous policy, as permitted under accounting standards existing at that time,
of using discounted and undiscounted future cash flows as a basis to determine
if goodwill is recoverable. There was no impact on the carrying value of the
Companys goodwill and intangible assets upon adoption of SFAS 142. In
addition to those intangible assets outlined in the following table, the Company
has goodwill, trademarks and core technology that are subject to the
non-amortization provisions of SFAS 142.

As of July 31, 2002 and October 31, 2001, the Company's intangible assets and related accumulated amortization
consisted of the following:

`As of July 31, 2002                         As of October 31, 2001
                                    Accumulated                                    Accumulated
                        Gross       Amortization         Net           Gross       Amortization         Net
                   -------------------------------------------------------------------------------------------
Trademarks              $8,955,000    $      -      $8,955,000        $        -     $      -        $      -
Patents                  4,988,000     451,000       4,537,000         1,019,000      246,000         773,000
Core technology          1,961,000           -       1,961,000                 -            -               -
Current products        11,434,000     191,000      11,243,000                 -            -               -
Goodwill                17,188,000           -      17,188,000                 -            -               -
                   -------------------------------------------------------------------------------------------
Total                  $44,526,000    $642,000     $43,884,000        $1,019,000     $246,000        $773,000
                   ===========================================================================================`

The Company recorded
amortization expense of $321,000 and $396,000 during the three and nine months
ended July 31, 2002, respectively, compared to $38,000 and $57,000 during the
three and nine months ended July 31, 2001, respectively. Based on the current
amount of intangible assets subject to amortization, the estimated amortization
expense for each of the succeeding 5 years will be approximately $1,300,000.

Page 10 of 21

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6.  Private Placement of Common Stock

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.

7.  Restructuring Charge

On July 29, 2002, the
Company announced a restructuring of the food and beverage sales and marketing
efforts. As part of this restructuring, 8 employees and 5 consultants associated
with food and beverage sales were terminated. A one-time operating charge of
approximately $1.3 million was recorded in the quarter ended July 31, 2002 to
account for severance and other costs associated with this restructuring. As of
July 31, 2002, none of the accrued restructuring costs had been paid out.

Page 11 of 21

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## 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:

-expectations regarding future
revenue growth, product introductions, growth in
nutritional product sales, production expansion, margin and productivity
improvements, applications and potential collaborations and acquisitions;
-expectations regarding sales and royalties by and from our infant formula licensees;
-expectations regarding marketing of our oils by our U.S. infant formula licensees;
-expectations regarding future efficiencies in manufacturing processes and the
cost of production of our nutritional oils and purchase of third-party manufactured oils;
-expectations regarding production capacity and our ability to meet future demands for our DHA and ARA
oils;
-expectations regarding future research and development costs;
-expectations regarding our expansion at our Winchester, KY facility;
-expectations regarding additional capital expenditures needed in relation to our
fermentation and oil processing activities;
-expectations regarding
the integration of the former OmegaTech with Martek; and
-expectations regarding production from the FermPro Manufacturing, LP (FermPro)
facility.

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

- "will,"
- "should,"
- "could,"
- "anticipate,"
- "believe,"
- "plan,"
- "estimate,"
- "expect,"
- "intend," and other similar expressions.

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 our 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. Research is underway to assess
what impact, if any, supplementation with the Companys DHA will have on
these health risks. 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 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 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 begun marketing these products in the United States.

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In April 2002, we acquired
OmegaTech, Inc. ("OmegaTech" or "Martek Boulder") a low-cost algal DHA producer
located in Boulder, Colorado. OmegaTech had been in the fermentable DHA business
since 1987, and had accumulated over 100 issued and pending patents protecting
its DHA technology. Its revenues, which mainly consisted of sales of DHA into
the dietary supplement, food, beverage, and animal feed markets, averaged
approximately $6 million in each of its fiscal years ended 2000 and 2001, and
its historical losses were $11.7 million in 2000 and $16.5 million in 2001.
OmegaTech underwent a restructuring and downsizing in January 2002. On July 29,
2002, we announced a further restructuring of the food and beverage sales
efforts in Boulder. Collectively, these restructurings should significantly
reduce future operating expenses at Boulder.

We have incurred losses in
each year since our inception. At July 31, 2002, our accumulated deficit was
approximately $127,935,000. 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:

-the timing of infant formula market introductions by our licensees;
-the timing and extent of introductions of DHA into various child and/or adult applications;
-the acceptance of these products by consumers;
-the production of adequate levels of our nutritional oils by ourselves and our third party manufacturers;
-competition from alternative sources of DHA and ARA; and/or
-agreements with other future third-party collaborators to market our products or develop new
products.

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

## Critical
Accounting Policies and the Use of Estimates

The preparation of our
financial statements in conformity with accounting principles generally accepted
in the U.S. requires management to make estimates and assumptions that affect
the amounts reported in our financial statements and accompanying notes. Actual
results could differ materially from those estimates. The items in our financial
statements requiring significant estimates and judgments are as follows:

-    
Royalties - Royalties from licensees are based on third-party sales and
recorded as earned in accordance with contract terms, when third-party results
are reliably measured and collectability is reasonably assured. The majority of
the $312,000 in royalty income for the 9 months ended July 31, 2002 relates to
international sales by two of our infant formula licensees.

-    
Restructuring Charge- We recorded a charge of approximately $1.3 million
in the 3rd quarter of 2002 relating to the restructuring of our food
and beverage sales efforts. The charge consists of severance payments to
employees and consultants, as well as an accrual for idle space in our Boulder
facility and legal and other fees associated with compiling and implementing the
restructuring plan. Although we believe that the estimates and underlying
assumptions used in calculating this charge are accurate, they are subject to
fluctuation as the final costs associated with the restructuring plan are
incurred over the next 3  6 months.

Page 13 of 21

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-    
Allocation of OmegaTech Purchase Price -On April 25, 2002, we completed
the acquisition of OmegaTech, a DHA producer located in Boulder, Colorado for
approximately $54 million in Martek stock. As part of the purchase price
allocation, we identified all intangible assets that were a part of the Merger
and valued them at a net value of approximately $21 million. The excess of the
purchase price over the fair value of tangible and identifiable intangible net
assets of approximately $17.2 million as of April 25, 2002, was allocated to
goodwill. We determined that the technology assets acquired had continuing
value. As a result of this identification and valuation process, we allocated
approximately $15.8 million of the purchase price to in-process research and
development projects. This allocation represented the estimated fair value based
on risk-adjusted cash flows pertaining to the incomplete research and
development related primarily to three projects. At the date of acquisition, the
development of these projects had not yet reached technological feasibility and
the research and development in progress had no alternative future uses.
Accordingly, the amount allocated to acquired in-process research and development was charged to
expense as of the date of the Merger. Based on current information, management
believes that the estimates and assumptions underlying the purchase price
allocation are accurate. However, the allocation of the purchase price is
preliminary and subject to revision based on the final determination of fair
values and final assessment of certain tax matters. The final purchase price may
differ from this preliminary amount due to adjustment to acquisition related
costs.

For additional discussion of our accounting policies,
see Note 1 of Notes to Consolidated Financial Statements, (Basis of Presentation and Significant Accounting Policies).

## Management Outlook

We believe that the outlook
for future revenue growth remains positive, and we expect fiscal 2002 sales to
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 begun marketing
these products in the United States. Although OmegaTechs historical sales
into the adult food and supplement market have been minimal, we anticipate that
over the next few years this business will expand and represent a larger
potential market than infant formula.

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 and in April 2002, another one of our licensees, The Ross Products
Division of Abbott Laboratories, introduced an infant formula supplemented with
our oils under the brand name Similac Advance in the United States.

## Results of Operations

Sales of nutritional
products increased by $8,268,000 or 167% for the quarter ended July 31, 2002
over the quarter ended July 31, 2001 and increased $19,369,000 or 183% for the
first nine months of fiscal year 2002 when compared to the same period in 2001.
This growth in nutritional product sales is primarily due to increased sales of
Marteks oils to the Companys infant formula licensees. Over 80% of
Marteks 3rd quarter revenue was generated by sales of DHA and ARA to three
of the Companys infant formula licensees; Mead Johnson, Wyeth and Abbott.
Mead Johnson and Abbott are both marketing supplemented infant formulas in the
U.S., and Mead Johnson, Abbott and Wyeth are collectively marketing supplemented term
infant formula in over 25 countries around the world. Sales of other products
decreased by $241,000 during the quarter ended July 31, 2002 and $734,000 during
the nine month period ended July 31, 2002 compared to the corresponding periods
in 2001 due to the sale of the stable isotope product line in November 2001.

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As a result of the above,
total revenues increased by $7,979,000 or 143% during the quarter ended July 31,
2002 over the quarter ended July 31, 2001, and increased by $17,864,000 or 137% for
the nine month period ended July 31, 2002 over the same period in 2001.

Marteks overall cost
of sales improved during the quarter ended July 31, 2002 primarily due to lower
costs from DSM Gist B.V. (DSM), its third party supplier of ARA oil.
Specifically, Marteks cost of product sales and royalties decreased to 63%
of revenues from product sales and royalties for the quarter ended July 31,
2002, down from 71% for the quarter ended July 31, 2001. For the nine-month
period ended July 31, 2002, cost of product sales and royalties increased to 68%
of revenues from product sales and royalties, up from 67% for the nine-month
period ended July 31, 2001. Marteks gross profit margins are most
significantly impacted by the cost of ARA oil (as compared to DHA oil), which
represents approximately two-thirds of all sales to infant formula licensees and
is currently manufactured by a third party, DSM. The improved gross profit
margin in the quarter ended July 31, 2002 is primarily due to lower ARA costs as
a result of the complete amortization of the start up costs of DSM (previously
included in the cost of ARA) and increased purchase volumes. Management expects
continued decreases in the future costs of ARA from DSM as Marteks sales
volumes continue to increase. Management also anticipates significant reductions
in DHA production costs as: (1) economies of scale are realized from increased
output from the fermentation expansion which is currently underway at the
Companys Winchester, KY production plant, and (2) yield improvements from
the Companys R&D efforts are realized.

In October 2001, the
Company began construction at its Winchester, KY plant to significantly increase
its fermentation capacity and add a new shipping, packaging, cold storage and
office building at that location. Upon completion, production capacity at the
plant should more than double. Martek has also signed a manufacturing agreement
with FermPro for DHA production while the due diligence relating to a potential
acquisition is being performed. The Company began receiving DHA under this
manufacturing agreement with FermPro in late June. Management believes that with
the expansion at the Companys Winchester, KY plant, in conjunction with
the DHA production from FermPro, Martek should have the capacity needed to meet
FY 03 market demand and realize improved economies of scale.

On April 25, 2002, we
completed the acquisition of OmegaTech, Inc., a Boulder, Colorado producer of
DHA for approximately $54 million in stock. Approximately one-third of the
OmegaTech purchase price was allocated to research projects in which the
technical feasibility had not yet been established, resulting in a one-time
charge to acquired in process research and development of $15,788,000 under
applicable accounting rules in the quarter ended April 30, 2002.

On July 29, 2002, the
Company announced a restructuring of its food and beverage sales efforts, which
included the termination of approximately 13 employees and consultants of Martek
Boulder. The Company recorded a one-time charge of $1,266,000 during the quarter
ended July 31, 2002 to account for severance and other costs associated with
this restructuring.

Selling, general and
administrative expenses increased by $2,465,000 or 120% during the quarter ended
July 31, 2002 and increased by $2,776,000 or 47% in the nine months ended July
31, 2002 over the third quarter and nine months ended July 31, 2001,
respectively. The majority of the increase in the quarter ended July 31, 2002
relates to operating costs associated with Martek Boulder which was acquired on
April 25, 2002, and consolidated with Marteks operations for the first
time in the quarter ended July 31, 2002. Management expects these costs to
decrease in the quarter ended October 31, 2002 as a result of the restructuring
of the food and beverage sales efforts that occurred in the 3rd quarter of 2002,
as discussed above.

Other operating expenses
increased by $167,000 or 190% in the quarter ended July 31, 2002 compared to the
quarter ended July 31, 2001, and decreased by $36,000 or 9% for the nine months
ended July 31, 2002 compared to the same period in 2001. The increase in these
expenses in the quarter ended July 31, 2002 as compared to the quarter ended
July 31, 2001 is primarily due to costs associated with the evaluation of
potential third party production facilities.

Page 15 of 21

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Other income decreased
$113,000 or 33%, during the quarter ended July 31, 2002 compared to the quarter
ended July 31, 2001, and decreased $240,000 or 24% during the nine months ended
July 31, 2002 compared to the nine months ended July 31, 2001. These decreases
were primarily due to lower interest earned on investments.

As a result of the
foregoing, net loss for the quarter ended July 31, 2002 was $3,744,000, or $.16
per share, compared to a net loss of $3,311,000, or $.17 per share for the
quarter ended July 31, 2001. Net loss for the nine months ended July 31, 2002,
was $24,608,000 or $1.14 per share, compared to a net loss of $10,127,000 or
$.54 per share for the same period in 2001. The net loss for the quarter ended
July 31, 2002 includes a charge of $1,266,000 related to restructuring of the
food and beverage sales effort at Martek Boulder. Without taking into account
this one-time charge, the net loss for the quarter ended July 31, 2002 would
have been $2,478,000, or $.11 per share. The net loss for the nine months ended
July 31, 2002 includes a charge of $15,788,000 taken in the quarter ended April
30, 2002 relating to the write-off of a portion of the purchase price of
OmegaTech under applicable accounting rules.

## Liquidity and Capital Resources

We have financed our operations primarily from:

-    proceeds from the sale of equity securities;
-    product sales and receipt of license fees;
-    cash received from the exercise of stock options and warrants;
-    debt financing; and
-    revenues received under research and development contracts and grants.

Since our inception, we
have raised approximately $177 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 July 31, 2002, we
have incurred an accumulated deficit of $127,935,000. Our balance of cash and
cash equivalents at July 31, 2002 was $20,814,000. In addition, at July 31,
2002, we had $8,013,000 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 $2.1 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 and the
expansion of our production facility in Winchester, KY.

The expansion and
continuing development and optimization of our production facility in
Winchester, KY will have a material effect upon our liquidity and capital
resources. The initial expansion of our fermentation facility, which began in
October 2001 and 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 also currently underway, may total an
additional $4 million. We have spent approximately $12 million on
capital equipment surrounding these expansions since October 31, 2001.

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We believe that our
existing capital resources will provide us with adequate capital to meet these
obligations as well as our other operating and capital needs for at least the
next 18 months. In the longer term, however, we may require additional funds in
excess of $20 million to:

- further expand our production capacity at our Winchester, KY plant;
- fund, or partially fund, expansion of acquired or third-party manufacturing facilities;
- continue our research and development programs;
- conduct pre-clinical and clinical studies;
- commercialize our nutritional oils, Neuromins(R)DHA, and our other products under development; and
- to meet future contractual obligations.

The table below sets forth our contractual obligations at July 31, 2002.

`Less than 1
Contractual Obligation                         Total          year        1 - 3 years  4 - 5 years   After 5 Years
----------------------                    -------------    ------------   -----------  -----------   -------------
Long Term Debt                             $         -      $        -    $        -    $        -     $        -
Capital Lease Obligations                      155,000           2,000       153,000             -              -
Operating Leases                             1,663,000         714,000       949,000             -              -
Unconditional Inventory Purchase
      Obligations                           11,800,000       7,000,000     4,800,000             -              -
Other Long-Term Obligations                  7,000,000         500,000     1,500,000     1,000,000      4,000,000
                                       ---------------------------------------------------------------------------
Total Contractual Cash Obligations         $20,618,000      $8,216,000    $7,402,000    $1,000,000     $4,000,000
                                       ===========================================================================`

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:

- the cost of capital expenditures at our manufacturing facilities;
- growth in our infant formula, food and beverage and other nutritional product sales;
- the extent and progress of our research and development programs;
- the progress of pre-clinical and clinical studies;
- the time and costs of obtaining regulatory clearances for our products that are subject to such clearances;
- the costs involved in filing, protecting and enforcing patent claims;
- competing technological and market developments;
- the cost of acquiring additional and/or operating existing manufacturing facilities for our various products
  and potential products (depending on which products we decide to manufacture and continue to  manufacture
  ourselves); and
- the costs of marketing and commercializing our products.

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:

- the sale of equity securities;
- cash received from the exercise of stock options and warrants; and/or
- debt financing.

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.

## Item 4. Controls
and Procedures

Not applicable

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# PART II -
OTHER INFORMATION

## Item 1. Legal
Proceedings.

In July 2002 Martek
received a positive ruling from the European Patent Office ("EPO") regarding our
European DHA patent. Aventis S.A. and Nagase & Co. Ltd. have been opposing
our European patent covering our DHA-containing oils, and in July 2002 an Appeal
Board of the European Patent Office set aside an October 2000 Opposition
Division decision which had revoked this patent. The claims presented to the
Appeal Board by Martek were held to be novel. Consistent with the Companys
request, the patent will now be returned to the Opposition Division for a
determination regarding inventive step. During this process, the patent will
remain in full force and effect.

Although  BASF A.G.,  F. Hoffman-- LaRoche  A.G.,  Friesland  Brands B.V.,  Societe des Produits  Nestle S.A.,  and
Suntory  still oppose our ARA patent  issued by the EPO,  OmegaTech  will no longer be a party to this  opposition.
See Item I, Part II of Form 10-Q for the quarter ended January 31, 2002.

Although BASF A.G., F. Hoffman-- LaRoche A.G.,  Societe des Produits  Nestle S.A., and Suntory Limited still oppose
our blended-oil  (blend of DHA and ARA oils) patent issued by the EPO,  OmegaTech will no longer be a party to this
opposition. See Item I, Part II of Form 10-Q for the quarter ended January 31, 2002.

## Item 2.
Changes in Securities.

See Item 2, Part II of Form 10-Q for the quarter ended April 30, 2002.

## Item 3. Defaults
Upon Senior Securities.

Not Applicable

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

None

## Item 5. Other
Information.

None

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

|(a) | (1) Exhibit 10.46: Addendum 3 to Martek Biosciences Corporation/Gist-Brocades
S.p.A. ARA Purchase and Production Agreement dated June 14, 2002 (filed
herewith). *                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (2) Exhibit 10.47: Second Amendment to the Agreement and Plan of Merger dated as of March 25, 2002, as
     amended on April 24, 2002, by and among OmegaTech, Inc., a Delaware corporation, Martek Biosciences
     Corporation, a Delaware corporation ("Martek"), and OGTAQ Corp., a Delaware corporation, entered into as of
     July 27, 2002 by and among Martek, Martek Biosciences Boulder Corporation (formerly called OmegaTech, Inc.)
     and Robert Zuccaro, in his capacity as the Stockholders' Representative. (Incorporated by reference from the
     8-K filed July 31, 2002).
|    | (3) Exhibit 99.1: Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private
     Securities Litigation Reform Act of 1995 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | *Confidential treatment was requested for certain portions of this agreement.  The confidential portions
     were filed separately with the Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|(b) | Reports on Form 8-K:                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Form
8-K/A filed July 5, 2002 (amending the 8-K filed on May 3, 2002 to include
historical audited and unaudited financial statements of OmegaTech, Inc. and
unaudited pro Forma condensed consolidated financial Statements of Martek
Biosciences Corporation and OmegaTech, Inc.)
|    | Form 8-K filed July 31, 2002 (announcing the restructuring of the food and beverage sales efforts)                                                                                                                                                                                 

Page 19 of 21

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# 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:    September 16, 2002 | /s/ Peter L. Buzy
Peter L. Buzy, Chief Financial and Accounting Officer
|--------------------------- | -----------------------------------------------------------------------

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# CERTIFICATIONS

I, Henry Linsert, Jr., the Chief Executive Officer of Martek Biosciences Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Martek Biosciences Corporation;

2. Based on my knowledge,
this quarterly report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report; and

3. Based on my knowledge,
the consolidated financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report.

|Date:    September 16, 2002 | /s/ Henry Linsert, Jr.
Henry Linsert, Jr., Chief Executive Officer
|--------------------------- | ------------------------------------------------------------------

I, Peter L. Buzy, the Chief Financial Officer of Martek Biosciences Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Martek Biosciences Corporation;

2. Based on my knowledge,
this quarterly report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report; and

3. Based on my knowledge,
the consolidated financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report.

|Date:    September 16, 2002 | /s/ Peter L. Buzy
Peter L. Buzy, Chief Financial Officer
|--------------------------- | --------------------------------------------------------

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