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, 2000

                                       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 000-22354

                         MARTEK BIOSCIENCES CORPORATION

             (Exact name of registrant as specified in its charter)



                               Delaware 52-1399362
           (State of Incorporation) (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


      Common stock, par value $.10 per share: 17,497,719 shares outstanding
                               as of March 8, 2000

                                  Page 1 of 13
<PAGE>

                               PART I - FINANCIAL

                                  INFORMATION

Item 1. Financial Statements

MARTEK BIOSCIENCES CORPORATION
Balance Sheets
($ in thousands)

--------------------------------------------------------------------------------
                                               January 31,        October 31,
                                                  2000                1999
--------------------------------------------------------------------------------
                                              (Unaudited)
Assets:

Current assets

     Cash and cash equivalents                    $1,485            $1,180

     Short-term investments and
        marketable securities                     11,225            15,178
     Accounts receivable                           1,819             1,646
     Inventories  (Note 3)                         4,821             5,216
     Other current assets                            666               483
                                              ----------------------------------
Total current assets                              20,016            23,703
Property, plant and equipment, net                15,254            15,469
                                              ----------------------------------
Total assets                                     $35,270           $39,172
                                              ==================================


Liabilities and stockholders' equity:

Current liabilities

     Accounts payable                               $754              $693
     Accrued liabilities                           1,293             1,329
     Current portion of notes payable              1,407             1,479
                                              ----------------------------------
Total current liabilities                          3,454             3,501
Long-term portion of notes payable (Note 2)          191               472
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; 16,517,364
        and 16,492,229 shares issued and
        outstanding at January 31, 2000 and
        October 31, 1999, respectively.            1,651             1,649
     Additional paid-in capital                  107,654           107,447
     Accumulated deficit                         (77,680)          (73,897)
                                              ----------------------------------
Total stockholders' equity                        31,625            35,199
                                              ----------------------------------
Total liabilities and stockholders' equity       $35,270           $39,172
                                              ==================================

See accompanying notes.

                                 Page 2 of 13

<PAGE>




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

                                                 Three months ended January 31,
--------------------------------------------------------------------------------
                                                       2000              1999
--------------------------------------------------------------------------------

Revenues:
    Product sales:
       Nutritional product sales                        $912              $675
       Stable isotope and other product sales            676               724
                                              ----------------------------------
    Total product sales                                1,588             1,399
    Royalties                                             91                87
    Research and development grants
       and other revenue                                 112                67
                                              ----------------------------------
Total revenues                                         1,791             1,553

Costs and expenses:
    Cost of product sales                              1,228               981
    Research and development                           2,837             2,563
    Selling, general and administrative                1,613             1,715
                                              ----------------------------------
Total costs and expenses                               5,678             5,259
                                              ----------------------------------
Loss from operations                                  (3,887)           (3,706)
Other income (expense):
    Miscellaneous income                                  31                31
    Interest income                                      199               208
    Interest expense                                    (126)             (156)
                                              ----------------------------------
Total other income                                       104                83
                                              ----------------------------------
Net loss                                             $(3,783)          $(3,623)

Net loss per share, basic and diluted                 $(0.23)           $(0.24)
--------------------------------------------------------------------------------
Weighted average common shares outstanding         16,503,972        14,904,250
--------------------------------------------------------------------------------



See accompanying notes.

                                  Page 3 of 13

<PAGE>






MARTEK BIOSCIENCES CORPORATION
Statements of Cash Flows
(Unaudited - $ in thousands)

                                                 Three Months ended January 31,
--------------------------------------------------------------------------------
                                                       2000              1999
--------------------------------------------------------------------------------

Operating activities:
  Net loss                                           $(3,783)          $(3,623)
  Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                       376               361
     Other non-cash items                                 87                87
     Changes in assets and liabilities:
        Accounts receivable                             (173)             (267)
        Inventories                                      395               (37)
        Other current assets                            (183)             (178)
        Accounts payable                                  61               101
        Accrued liabilities                              (36)             (289)
                                              ----------------------------------
  Net cash used in operating activities               (3,256)           (3,845)

Investing activities:
     Change in short-term investments
        and marketable securities                      3,953             1,929
     Purchase of property, plant and equipment          (161)              (90)
                                              ----------------------------------
  Net cash provided by investing activities            3,792             1,839

Financing activities:
     Repayment of notes payable                         (353)             (324)
     Proceeds from the exercise of
        warrants and options                             122               335
                                              ----------------------------------
  Net cash provided by (used in)
        financing activities                            (231)               31
                                              ----------------------------------

  Net (decrease) increase in cash
        and cash equivalents                             305            (1,975)
  Cash and cash equivalents at beginning of year       1,180             4,498
                                              ----------------------------------
  Cash and cash equivalents at end of period          $1,485            $2,523
--------------------------------------------------------------------------------






See accompanying notes.

                              Page 4 of 13



<PAGE>



MARTEK BIOSCIENCES CORPORATION
Statements of Stockholders' Equity
(Unaudited - $ in thousands)



                                 Common        Additional
                                  Stock         Paid-in    Accumulated
                           Shares     Amount    Capital      Deficit     Total
                    ------------------------------------------------------------

Balance at
October 31, 1999         16,492,229   $1,649    $107,447   $(73,897)    $35,199
--------------------------------------------------------------------------------
Exercise of warrants,
stock options and other      25,135        2         207         ---        209

Net loss                        ---      ---         ---      (3,783)    (3,783)
--------------------------------------------------------------------------------
Balance at
January 31, 2000         16,517,364     $1,651   $107,654   $(77,680)   $31,625
--------------------------------------------------------------------------------




See accompanying notes.

                                  Page 5 of 13

<PAGE>

Notes to Financial Statements (Unaudited)


1.  Basis of Presentation

The accompanying unaudited financial statements 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, 2000 are not  necessarily
indicative  of the results that may be expected  for the year ended  October 31,
2000. 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, 1999.

2.  Notes Payable and Commitments

The Company had  commitments  at January 31, 2000 to fund up to $1.5  million of
Phase   III   Small   Business    Innovation    Research   ("SBIR")   technology
commercialization expenses, provided the technology under existing Phase II SBIR
grants yields commercial opportunities favorable to the Company.

Costs under U.S.  Government  contracts are subject to audit by the  appropriate
U.S. Government agency.  Management  believes that cost  disallowances,  if any,
arising  from such  audits of costs  charged  to  government  contracts  through
January 31, 2000, would not have a material effect on the financial statements.

The  Company  has  entered  into  various  collaborative  research  and  license
agreements. Under the 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.

The Company is required to meet certain covenants in relation to its outstanding
term loans, which had an outstanding  balance of $1,598,000 at January 31, 2000.
These covenants outline minimum cash, current ratio and net worth  requirements.
The Company was in compliance with all of these covenants at January 31, 2000.

3.  Inventories

Inventories consist of the following:
                                              January 31,    October 31,
                                                 2000           1999
                                            --------------  --------------

                      Finished products       $2,568,124      $2,206,051
                      Work in process          1,799,998       2,683,477
                      Raw materials              453,295         326,737
                                                --------        --------
                                              $4,821,417      $5,216,265
                                              ==========      ==========






                                Page 6 of 13
<PAGE>

Inventories include products and materials held for sale as well as products and
materials  that  could  alternatively  be used  in the  Company's  research  and
development activities.

4.    Income Taxes

At January 31,  2000,  the  Company  has net  operating  loss  carryforwards  of
approximately  $92,055,000  for income tax  purposes  that  expire in years 2001
through 2020.

Section 382 of the Internal Revenue Code limits the utilization of net operating
losses when ownership changes,  as defined by that section,  are greater than 50
percent. The Company has had significant

ownership changes over the past five years, including an initial public offering
of its common  stock in  December  1993 and a follow-on  public  offering of its
common stock in October 1995, which may have caused these limitations to apply.

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
$36,822,000 and $31,339,000 at January 31, 2000 and 1999, respectively.  Because
of the  uncertainty  with the  ultimate  realization  of these net  deferred tax
assets,  they were fully  reserved  for by a valuation  allowance at January 31,
2000 and 1999.

5.       Private Placement of Common Stock

On June 1, 1999,  1,528,935 shares of the Company's common stock and warrants to
purchase  458,679  shares of common  stock  were  issued in a private  placement
resulting in net proceeds to the Company of  approximately  $13.8  million.  The
stock was issued at a thirty day average  trading price of $9.03 per share.  The
warrants  are  exercisable  for a period of three years from date of issuance at
$10.84 per share.

6.    Subsequent Event

On February 8, 2000, the Company  exercised its option to close a $10.25 million
private  financing in which  845,652  shares of the  Company's  common stock and
warrants to purchase  253,695  shares of common  stock were issued to a group of
accredited  investors  pursuant to a 1998 private placement funding  commitment.
The stock was issued at a thirty day average  trading price of $12.12 per share.
The warrants are  exercisable  for a period of three years from date of issuance
at $14.55 per share.

                                   Page 7 of 13
<PAGE>

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

General

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements concerning the Company's business
and  operations,  including  among  other  things,  statements  concerning:  (1)
expectations   regarding   future   revenue   growth,   product   introductions,
distribution,  sales,  applications and potential  marketing  partnerships;  (2)
expectations  regarding sales and royalties by and from formula  licensees;  (3)
expectations  regarding FDA approval of the Company's oils for inclusion in U.S.
infant formula; (4) expectations  regarding future efficiencies in manufacturing
processes  and the cost of production of the  Company's  nutritional  oils;  (5)
expectations  regarding  future  research and development  costs;  (6) Year 2000
business risks; and (7) expectations  regarding  additional capital expenditures
needed   in   relation   to   fermentation   and  oil   processing   activities.
Forward-looking  statements  include those  statements  containing such words as
"will,"  "should,"  "could,"   "anticipate,"   "believe,"  "plan,"   "estimate,"
"expect," "intend," and other similar expressions. Such statements involve risks
and  uncertainties  and actual results may differ materially due to a variety of
risk  factors  set forth  from time to time in the  Company's  filings  with the
Securities and Exchange Commission.

Martek, founded in 1985, is a leader in the development and commercialization of
high value products derived from  microalgae,  including  nutritional  products,
pharmaceutical research and development tools and diagnostics.  Martek develops,
manufactures and sells products from microalgae. The Company's products include:
(1) specialty,  nutritional oils for infant formula, nutritional supplements and
food  ingredients  that may  play a  beneficial  role in  promoting  mental  and
cardiovascular  health,  and in the  development of the eyes and central nervous
system in newborns;  (2) stable isotope  products and  technologies to visualize
molecular interactions for drug discovery and development; and (3) new, powerful
fluorescent markers for diagnostics,  rapid miniaturized  screening and gene and
protein  detection.  In 1989, Martek began to realize revenues from sales of its
stable  isotope  products.  In 1992,  Martek  realized its first  revenues  from
license fees related to its  nutritional  oils containing  docosahexaenoic  acid
("DHA") and  arachidonic  acid ("ARA") and sales of sample  quantities  of these
oils. In 1995,  Martek  recognized  its first product and royalty  revenues from
sales of infant  formula  containing  these oils,  and in 1996,  Martek began to
realize revenues from the sale of  Neuromins(R),  a DHA dietary  supplement.  In
1998,  Martek first  realized  revenues  from the sale of its new  phycobilisome
fluorescent detection products.

Martek has  incurred  losses in each year since its  inception.  At January  31,
2000, the Company's accumulated deficit was $77,680,000.  The Company expects to
continue  its  development,   production   optimization  and  product  marketing
activities  and as a result,  expects  losses to continue  for at least the next
year, or until  significant  sales of its nutritional  oils and Neuromins(R) DHA
products occur and/or until  significant  royalties from sales of infant formula
products containing its oils are recognized. In addition, the Company expects 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.  Because  the extent  and timing of future  oils-related
revenues are largely dependent upon the Company's  licensees and/or other future
third-party  collaborators,  the timing or likelihood of future profitability is
largely dependent on factors over which the Company has no control.

Management Outlook and Regulatory Issues

Management  believes  that while  quarterly  results  may show  fluctuations  in
product sales,  the outlook for future revenue growth remains  positive and that
fiscal  2000 sales will  surpass  prior year  levels.  Specifically,  management
believes that for fiscal 2000 as a whole: (1) term infant formula containing

                             Page 8 of 13
<PAGE>

Martek's  oils  will be  introduced  in  additional  countries;  (2)  sales  and
royalties  related to the Company's  nutritional oils will continue to grow; and
(3) sales of new high value  products  from the Company's  stable  isotope group
will increase.

Management  believes  that  recent  scientific  evidence  further  supports  the
contention that humans  throughout  life will benefit from DHA  supplementation.
This could represent a far larger market for DHA than the market for infants. To
realize this market,  the Company is pursuing long-term  marketing  partnerships
with large  nutritional  products  and/or  pharmaceutical  companies  to promote
Martek's non-infant formula nutritional oil products.  During the first quarter,
the Company  continued to pursue long-term sales and marketing  partnerships for
its products.  In one case, late stage  negotiations  previously  announced have
been  delayed and  management  is not able to  accurately  predict when or if an
agreement will be concluded.  Management  believes that broad  introductions  of
infant formula containing Martek's  nutritional oils and/or a strategic alliance
with a large scale nutritional products and/or pharmaceutical company will occur
in the future.  However,  management is unable to  accurately  predict when such
events will occur.

Four of the Company's  infant  formula  licensees  have obtained the  regulatory
approval, where required, to sell infant formula supplemented with Martek's oils
in nine  countries  for term formula and over 60 countries  for pre-term  infant
formula products,  including,  most recently,  approval by the French Scientific
Committee  for Foods for pre-term and term infant  formula.  The Company and its
licensees are in the process of responding  to certain  questions  raised by the
FDA in connection  with  evaluating  Martek's oils for inclusion in U.S.  infant
formula.  While  Management  believes  that FDA approval  should  ultimately  be
obtained, it is Management's belief that this process will take a minimum of six
additional months. There is also no assurance that the Company and its licensees
will be able to adequately  respond to the FDA's  questions,  that the licensees
will continue to press forward,  that clearances  will in fact be granted,  that
the  process  will  not  involve  significant  delays  that may  materially  and
adversely affect the timing and extent of potential future  introductions of the
Company's  products,  or that once and if approval is obtained,  a licensee will
actually  market a U.S.  infant formula  product  containing the Company's oils.
Nevertheless,  management  anticipates  that during the next twelve months,  new
infant formula products  containing Martek's oils will continue to be introduced
in various countries around the world and overall product sales, including sales
from infant formula related products, will increase over the prior year.

Results of Operations

 Revenues for the quarter ended January 31, 2000 were $1,791,000, a 15% increase
from  revenues of  $1,553,000  for the same period in 1999,  primarily due to an
increase in  nutritional  product  sales.  Total  product sales during the first
quarter of 2000  increased by $189,000,  or 14% over the first  quarter of 1999.
Sales of  nutritional  products  increased  by  $237,000,  or 35%,  in the first
quarter of 2000 when  compared to the first  quarter of 1999,  primarily  due to
increased  bulk oil sales  including  sales to infant formula  licensees.  First
quarter  sales of stable  isotopes and other  commercial  products  decreased by
$48,000, or 7% from the same period in 1999,  primarily due to price competition
in the stable isotope reagents market.  During the first quarter of 2000 royalty
revenue  increased by $4,000,  or 5% when compared to the first quarter of 1999.
Revenues from  research and  development  grants and other  increased 67% in the
first quarter of 2000 over the first quarter of 1999, due primarily to increased
activity under government grants which are nearing completion.

Cost of product  sales  increased to 77% of sales for the first quarter of 2000,
up from 70% for the first  quarter of 1999,  due mainly to the product mix, with
bulk oil sales to infant  formula  licensees  and  others,  as opposed to higher
margin capsule  sales,  representing  a higher  percentage of total  nutritional
product  sales in the first  quarter of 2000 than in the first  quarter of 1999.
Cost of sales will continue to fluctuate  based on the mix of sales,  with lower
margins  experienced  when the mix  includes  higher  volumes of sales to infant
formula  manufacturers or bulk oil sales for  encapsulation by others or for use
as food ingredients.

                               Page 9 of 13
<PAGE>

For sales to infant formula licensees, there is an approximate six to nine month
delay after the initial sale of oil until  royalties are received and recognized
as revenue,  creating a significantly  higher cost of goods sold as a percentage
of  revenues  than would be the case if  royalties  were  incorporated  into the
product  price and  recognized  as revenue at the time of the product  sale.  In
addition,  oil  production  cost was  high  due to the  current  low  volume  of
production and because the production process requires further optimization.  As
sales volume increases, and manufacturing  efficiencies and optimization occurs,
management believes that the cost of production of the nutritional oils products
will decrease.

Research and  development  costs  increased  by  $274,000,  or 11%, in the first
quarter of 2000 when  compared to the first  quarter of 1999.  Over 75% of these
R&D costs relate to continued  refinement of the Company's  fermentation and oil
extraction  processes  and  other  R&D  efforts  related  to the  Company's  oil
products.  Research  and  development  costs may  increase  in the future as the
Company evaluates new technologies and continues its optimization of large-scale
fermentation and oil production .

Selling,  general and  administrative  expenses  decreased by $102,000  over the
first quarter of 1999, primarily the result of lower advertising expenses due to
the timing of print and other advertising campaigns.

As a  result  of the  foregoing,  net  loss for the  first  quarter  of 2000 was
$3,783,000, or $.23 per share, compared to a net loss of $3,623,000, or $.24 per
share for the first quarter of 1999.

Liquidity and Capital Resources

Martek has  financed  its  operations  primarily  from the  issuance and sale of
equity  securities,  debt  financing,   revenues  received  under  research  and
development  contracts  and grants,  product  sales and receipt of license fees.
Since its  inception,  the Company has raised  approximately  $117  million from
public and private sales of its equity securities, including approximately $13.8
million  from a private  placement  of stock in May,  1999 and 10.25  million in
February, 2000 related to a 1998 funding committment.

Through  January  31,  2000  Martek  has  incurred  an  accumulated  deficit  of
$77,680,000.  The Company's  balance of cash and cash equivalents at January 31,
2000 was $1,485,000. In addition, at January 31, 2000, Martek had $11,225,000 in
short-term  investments  and  marketable   securities.   These  investments  and
securities consist of U.S.  government  securities and are available to meet the
future cash needs of the Company. Cash, cash equivalents, short-term investments
and  marketable  securities  decreased  $3,648,000 in the first quarter of 2000,
primarily due to the Company's continued operating losses.

Martek will require  substantial  additional  funds to continue its research and
development  programs,  to conduct preclinical and clinical studies, to maintain
compliance with its loan covenants,  and to commercialize  its nutritional oils,
Neuromins(R)DHA,  and its other products under development.  The ultimate levels
of  funding  required  will  depend,  in part,  on  whether  the  Company  seeks
independently, or with other parties through collaborative agreements, to
develop, manufacture and market its products. The capital requirements of Martek
will depend, among other things, on one or more of the following factors: growth
in the Company's  infant formula and nutritional  product sales;  the extent and
progress of its research and development  programs;  the progress of preclinical
and clinical studies; the time and costs of obtaining regulatory  clearances for
those  products  subject  to such  clearances;  the costs  involved  in  filing,
protecting  and enforcing  patent  claims;  competing  technological  and market
developments;  the cost of capital  expenditures at the Company's  manufacturing
facilities;   the  cost  of  acquiring   additional  and/or  operating  existing
manufacturing  facilities  for  its  various  products  and  potential  products

                           Page 10 of 13
<PAGE>

(depending on which products the Company decides to manufacture and continues to
manufacture  itself);  and  the  costs  of  marketing  and  commercializing  the
Company's products.  The continued development and optimization of the Company's
production  facility has had, and will continue to have, a material  effect upon
Martek's liquidity and capital resources. Additional plant modifications costing
at least $1,000,000 are expected in fiscal 2000. Plant expenditures  beyond 2000
will depend in part on production  capacity needs, and the extent of development
and implementation of process improvements.

Management  believes  that,  with the $10.25  million cash raised on February 8,
2000, its existing capital  resources will provide adequate capital for at least
the next 18 months.  However,  Management believes that additional funds will be
needed in the longer term to continue the  Company's  research and  development,
manufacturing  and  marketing  efforts.  Management  intends to seek  additional
funding through commercial and government research and development contracts and
grants,  product  sales and license  fee  arrangements,  asset-based  borrowing,
equity issuances,  additional lease financing and/or collaborative  arrangements
with  partners if such  methods are  available  to the Company and on  favorable
terms.  There can be no  assurance  that such  funds  will be  available  to the
Company on acceptable terms, if at all.

                              Page 11 of 13


<PAGE>



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

The Company is not a party to any material legal proceedings.

Item 2.  Changes in Securities.

The  following  information  relates to the  issuance  of Martek  securities  on
February 8, 2000 pursuant to a 1998 private placement funding commitment:

       Name of              Shares of Martek      Number of warrants to purchase
    Shareholder           common stock received        shares of Martek common
                                                          stock received

Vector Later Stage
Equity Fund II L.P.             103,128                        30,938
Vector Later Stage
Equity Fund II (Q.P.) L.P.      309,385                        92,816
Moore Global Investment         304,435                        91,330
Remington Investment             66,827                        20,048
JN Whipple                       41,251                        12,375
Buena Vista Partners             20,626                         6,188
                             -----------                    ----------
                                845,652                       253,695

The private  placement  brought gross proceeds of $10.25 million to Martek.  The
warrants are  exercisable  for a period of three years from the date of issuance
at  $14.55/share.  The common stock and warrants  were issued in reliance on the
exemption set forth in Section 4 (2) of the Securities Act of 1933.

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) Exhibit  99.1:  Cautionary  Statements  for  Purposes  of the "Safe  Harbor"
Provisions of the Private Securities Litigation Reform Act of 1995.

(b) Reports on Form 8-K: None

                             Page 12 of 13



<PAGE>



                                   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 15, 2000                       /s/Peter L. Buzy
       ---------------                     ------------------
                                           Peter L. Buzy, Chief Financial
                                           and Accounting Officer































                             Page 13 of 13