##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-Q/A (Amendment No. 1)
 [X]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended April 30, 2004or[  ]
    
    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  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. [X] Yes No [  ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
[X] Yes No [  ] Common stock, par value $.10 per share: 29,262,307 shares outstanding as of June 1, 2004




---



##### 



EXPLANATORY NOTE We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q
for the quarter ended April 30, 2004 to amend Item 6 to reflect the filing of
the revised Exhibit 10.63 with this report to disclose additional portions of
this exhibit that we previously had redacted. Except as noted herein, our Quarterly Report on Form 10-Q for the quarter
ended April 30, 2004 remains as originally filed with the Securities and
Exchange Commission on June 14, 2004.




---



##### 



Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits:  10.63
    
    ARA Alliance, Purchase and Production Agreement by and between Martek
Biosciences Corporation and DSM Food Specialties B.V. (filed herewith).*10.64
    
    Sixth Amendment of Lease, dated May 13, 2004, by and between M.O.R. CBC
LLC and Martek Biosciences Corporation (previously filed).10.65
    
    First Modification Agreement, effective April 30, 2004, between the
Company and Manufacturers and Traders Trust Company, as Administrative
Agent, Manufacturers and Traders and Trust Company, Bank of America, N.A.,
Suntrust Bank, Comerica Bank, Fifth Third Bank, and Chevy Chase Bank, and
Martek Biosciences Corporation (previously filed).31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. (filed
herewith)31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. (filed
herewith)32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. (previously filed)32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. (previously filed)99.1
    
    Cautionary Statements for purposes of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. (previously filed) * Confidential
treatment was granted for certain portions of this
agreement. The confidential portions were filed separately with the Commission.  (b)
    
    Reports on Form 8-K:Form 8-K filed on April 19, 2004 (Items 5 and 7  press release announcing
that Martek has entered into a new agreement with DSM Food Specialties
B.V. (DSM), extending the existing relationship between the two companies
involving the production and supply of arachidonic acid (ARA)).Form 8-K filed on April 13, 2004 (Item 5  press release announcing that
Martek entered into a new license and supply agreement with Mead Johnson
involving products containing Marteks docosahexaenoic acid (DHA) to be
marketed for use by a targeted population of women).Form 8-K furnished on March 10, 2004 (Items 7 and 12  press release
announcing Marteks financial results for the fiscal quarter ended January
31, 2004).Form 8-K filed on February 4, 2004 (Items 5 and 7  press release
announcing the sale by Martek of 176,885 shares of common stock in an
underwritten public offering).




---



##### 



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: August 23, 2004
    
    /s/ Peter L. Buzy
Peter L. Buzy, Chief Financial and Accounting Officer