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 April 30, 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 0-22354

                         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: 17,591,679 shares outstanding
                               as of June 8, 2000

                                  Page 1 of 14
<PAGE>

                             PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MARTEK BIOSCIENCES CORPORATION
Balance Sheets
($ in thousands)
--------------------------------------------------------------------------------
                                                      April 30,    October 31,
                                                        2000          1999
--------------------------------------------------------------------------------
                                                     (Unaudited)
Assets:
Current assets
     Cash and cash equivalents                             $3,395        $1,180
     Short-term investments and marketable securities      21,511        15,178
     Accounts receivable                                    1,450         1,116
     Inventories  (Note 3)                                  3,974         5,216
     Other current assets                                   2,111         1,013
                                                    ----------------------------
Total current assets                                       32,441        23,703
Property, plant and equipment, net                         15,106        15,469
                                                    ----------------------------

Total assets                                              $47,547       $39,172
                                                    ============================


Liabilities and stockholders' equity:
Current liabilities
     Accounts payable                                        $518          $693
     Accrued liabilities                                    1,246         1,329
     Current portion of notes payable                       1,236         1,479
     Current portion of unearned revenue (Note 6)           2,133           ---
                                                    ----------------------------
Total current liabilities                                   5,133         3,501
Long-term portion of notes payable (Note 2)                   ---           472
Long-term portion of unearned revenue (Note 6)              2,356           ---
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; 17,572,279
         and 16,492,229 shares issued and
         outstanding at April 30, 2000 and
         October 31, 1999, respectively                     1,757         1,649
     Additional paid-in capital                           120,082       107,447
     Accumulated deficit                                  (81,781)      (73,897)
                                                    ----------------------------
Total stockholders' equity                                 40,058        35,199
                                                    ----------------------------

Total liabilities and stockholders' equity                $47,547       $39,172
                                                    ============================

See accompanying notes.

                                  Page 2 of 14
<PAGE>

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

                                            Three months          Six months
                                           ended April 30,      ended April 30,
--------------------------------------------------------------------------------
                                           2000       1999       2000      1999
--------------------------------------------------------------------------------

Revenues:
     Product sales:
         Nutritional product sales       $1,151       $740     $2,063    $1,415
         Stable isotope and other
          product sales                     481        540      1,157     1,264
                                       --------------------   ------------------
      Total product sales                 1,632      1,280      3,220     2,679
      License fees and related revenues      11        ---         11       ---
      Royalties                             107         80        198       167
      Research and development revenue      618        140        730       207
                                       --------------------   ------------------
Total revenues                            2,368      1,500      4,159     3,053
Costs and expenses:
      Cost of product sales               1,274      1,100      2,502     2,081
      Research and development            3,575      2,160      6,412     4,723
      Selling, general and administrative 1,941      1,901      3,554     3,616
                                       --------------------   ------------------
Total costs and expenses                  6,790      5,161     12,468    10,420
                                       --------------------   ------------------
Loss from operations                     (4,422)    (3,661)    (8,309)   (7,367)

Other income and expense, net               321         41        425       124
                                       --------------------   ------------------

Net loss                                ($4,101)   ($3,620)   ($7,884)  ($7,243)
--------------------------------------------------------------------------------

Net loss per share, basic and diluted    ($0.24)    ($0.24)    ($0.47)   ($0.49)
--------------------------------------------------------------------------------

Weighted average common
  shares outstanding                 17,397,572 14,934,594 16,945,862 14,919,170
--------------------------------------------------------------------------------


See accompanying notes.

                                  Page 3 of 14
<PAGE>
MARTEK BIOSCIENCES CORPORATION
Statements of Cash Flows
(Unaudited - $ in thousands)

                                                     Six Months ended April 30,
--------------------------------------------------------------------------------
                                                         2000           1999
--------------------------------------------------------------------------------

Operating activities:
     Net loss                                          ($7,884)       ($7,243)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
         Depreciation and amortization                     755            721
         Other non-cash items                              ---            348
         Changes in assets and liabilities:
             Accounts receivable                          (334)          (169)
             Inventories                                 1,242           (634)
             Other current assets                       (1,098)           (38)
             Accounts payable                             (175)           (99)
             Accrued liabilities                           (83)          (371)
             Unearned revenue                            4,489            ---
                                                     ---------------------------
  Net cash used in operating activities                 (3,088)        (7,485)

Investing activities:
         Purchase of short-term investments
            and marketable securities                  (15,583)        (7,173)
         Proceeds from sale of short-term
            investments and marketable securities        9,250         12,582
         Purchase of property, plant and equipment        (392)          (263)
                                                     ---------------------------
  Net cash (used in) provided by investing activities   (6,725)         5,146

Financing activities:
         Proceeds from the issuance of common stock
            in private placement                        10,249            ---
         Proceeds from the exercise of warrants
            and options                                  2,494            442
         Repayment of notes payable                       (715)          (656)
                                                     ---------------------------
  Net cash provided by (used in) financing activities   12,028           (214)
                                                     ---------------------------

  Net increase (decrease) in cash
     and cash equivalents                                2,215         (2,553)
  Cash and cash equivalents at beginning of year         1,180          4,498
                                                     ---------------------------

  Cash and cash equivalents at end of period            $3,395         $1,945
                                                     ===========================

See accompanying notes.

                                  Page 4 of 14
<PAGE>
MARTEK BIOSCIENCES CORPORATION
Statements of Stockholders' Equity
(Unaudited - $ in thousands)


                                                Additional
                               Common 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
--------------------------------------------------------------------------------

Issuance of common stock in
private placement                   845,652     85    10,164       ---   10,249

Exercise of warrants, stock
options and other                   234,398     23     2,471       ---    2,494

Net loss                                ---    ---       ---    (7,884)  (7,884)
--------------------------------------------------------------------------------

Balance at
April 30, 2000                   17,572,279 $1,757  $120,082  ($81,781) $40,058
--------------------------------------------------------------------------------




See accompanying notes.

                                  Page 5 of 14
<PAGE>
Notes to Financial Statements (Unaudited)


1.  Basis of Presentation and Accounting Policies

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 April 30, 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.

Revenue Recognition.Revenues on cost reimbursement and fixed price contracts are
generally  recognized on the  percentage of completion  method of  accounting as
costs are  incurred.  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.
Revenue  recognized in the accompanying  Statements of Operations is not subject
to repayment.  Revenue received that is related to future performance under such
contracts is deferred and recognized as revenue when earned.

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

Inventories.  Inventories  are stated at the  lower of cost or market  including
appropriate elements of material,  labor and indirect costs and are valued using
the average cost 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.

Impaiment  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
exceed the fair value of the assets.  Assets to be  disposed of are  reported at
the lower of the carrying  amount or fair value less costs to sell. In the past,
the Company has not incurred any impairment expense.

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

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 six  months.  Realized  gains and  losses  and
declines  in value  judged to be other  than  temporary  are  included  in other
income,  with  material  unrealized  gains and  losses  reported  as a  separate
component of stockholders' equity.

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


                                  Page 6 of 14
<PAGE>
2.  Notes Payable and Commitments

The Company  had  commitments  at April 30,  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 April
30, 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 $1,236,000 at April 30, 2000.
These covenants outline minimum cash, current ratio and net worth  requirements.
The Company was in compliance with all of these covenants at April 30, 2000.

3.  Inventories

Inventories consist of the following:
                                              April 30,          October 31,
                                                 2000                1999
                                         -----------------    ---------------

            Finished Products                  $2,786,279         $2,206,051
            Work in Process                       807,244          2,683,477
            Raw Materials                         380,715            326,737
                                         -----------------    ---------------
                                               $3,974,238         $5,216,265
                                         =================    ===============


4.    Income Taxes

At  April  30,  2000,  the  Company  has net  operating  loss  carryforwards  of
approximately  $96,156,000  for income tax  purposes  that  expire in years 2000
through 2020.

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
$38,462,000 and $32,787,000 at April 30, 2000 and 1999, respectively. Because it
is more likely than not that some  portion or all of these  deferred  tax assets
will not be realized,  they were fully reserved for by a valuation  allowance at
April 30, 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.

                                  Page 7 of 14
<PAGE>
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.

6.       Unearned Revenue

During  April,  2000,  Martek  entered into a  non-exclusive  license  agreement
relating  to the use of the  Company's  proprietary  long-chain  polyunsaturated
fatty acids in infant formulas. The total consideration received by the Company,
in the form of  license  fees and  royalty  prepayments,  has been  recorded  as
unearned  revenue as of April 30, 2000.  The license fee will be  recognized  as
revenue on a modified  straight-line  basis over the term of the agreement,  and
the royalty prepayment as well as potential ongoing royalties will be recognized
as revenue as products are  introduced  by the licensee in  accordance  with the
terms of the agreement.

                                  Page 8 of 14
<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 Martek'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  Martek's GRAS  Notification  with the FDA and potential
approval of the  Company's  licensees to market DHA and ARA oils in U.S.  infant
formula;  (4)  expectations   regarding  future  efficiencies  in  manufacturing
processes  and  the  cost  of  production  of  Martek's  nutritional  oils;  (5)
expectations   regarding   future  research  and  development   costs,  and  (6)
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 Martek'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.  Martek'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.

Martek has incurred losses in each year since its inception.  At April 30, 2000,
Martek's  accumulated  deficit was  $81,781,000.  Martek 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/or  Neuromins(R)  DHA  products
occur. In addition, Martek 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  Martek'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
Martek's  oils  will be  introduced  in  additional  countries;  (2)  sales  and
royalties  related to Martek's  nutritional  oils will continue to grow; and (3)
sales of new high  value  products  from  Martek'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,  Martek is pursuing long-term  marketing  partnerships with
large nutritional products and/or  pharmaceutical  companies to promote Martek's
non-infant formula nutritional oil products. Because of this objective,  certain
shorter-term  marketing arrangements of lesser scope have not been entered into,
thus modestly  sacrificing  short-term  product sales. On April 4, 2000,  Martek
entered into a non-exclusive license agreement with Abbott Laboratories relating
to use of the Company's  proprietary  long-chain  polyunsaturated fatty acids in
infant formulas.  Martek now has license  agreements with  manufacturers  making
approximately  85% of  U.S.  and 60% of  worldwide  infant  formula.  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.

                                  Page 9 of 14
<PAGE>
Four of Martek's infant formula licensees have obtained the regulatory approval,
where required,  to sell infant formula  supplemented with the Company's oils in
over 60 countries for term or pre-term infant formula  products.  Martek and its
licensees are in the process of responding  to certain  questions  raised by the
FDA in  connection  with  evaluating  the  Company's  oils for inclusion in U.S.
infant formula.  Additionally,  during  February 2000,  Martek filed a Generally
Recognized As Safe ("GRAS") Notification with the FDA for the use of its DHA and
ARA in infant  formula.  Management  believes that the data  establish  that its
sources  of ARA and DHA are GRAS when used in infant  formula.  Management  also
believes  that the FDA  review of the GRAS  notification  will have a  favorable
outcome.  In the event that the FDA review results in a favorable outcome,  each
licensee will still need to obtain a separate FDA authorization before marketing
an  infant  formula  with  the  Company's  sources  of DHA and ARA in the  U.S..
Management believes that this regulatory process will take a minimum of three to
six  additional  months.  There  can be no  assurance  that the FDA will  have a
favorable  review of the GRAS  notification,  that a  licensee  will  pursue the
regulatory authorization to market an infant formula containing Martek's DHA and
ARA in the U.S.,  that the FDA will  authorize  the  marketing of such an infant
formula,  or that the regulatory process will not involve  significantly  longer
delays that may materially and adversely  affect the timing and  introduction of
infant  formula's   containing  Martek's  products.   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 - Comparison of Quarters and Six Months Ended April 30,
2000 and 1999

Revenues for the quarter  ended April 30, 2000 were  $2,368,000,  a 58% increase
from  revenues  of  $1,500,000  for the same  period in 1999.  Revenues  for the
six-month period ended April 30, 2000 were $4,159,000, an increase of $1,106,000
or 36%,  from the same period in 1999.  These  increases  were  primarily due to
increased nutritional product sales and development revenues from a third-party.
Total  product  sales  during the  quarter  ended April 30,  2000  increased  by
$352,000 or 28% from the same period in 1999,  and  increased by $541,000 or 20%
for the  six-month  period  ended  April 30,  2000 from the same period in 1999.
Sales of nutritional products increased by $411,000 or 56% for the quarter ended
April 30, 2000 over the quarter ended April 30, 1999 and  increased  $648,000 or
46% for the six months  period  ended April 30,  2000 when  compared to the same
period in 1999. 19% of the 56% increase during the quarter resulted from product
sales to a  licensee  under an  all-inclusive  flat  pricing  arrangement.  This
contrasted  to the  Company's  traditional  sales to licensees  where an initial
transfer price is charged and a trailing  royalty is received six to nine months
later.  The  Company is in the  process of  offering  all of its infant  formula
licensees an  all-inclusive  flat price for bulk oil, which would  incorporate a
slightly discounted royalty up-front into the sales price of the Company's oils.
If the traditional  transfer price had been billed for all bulk oil sales during
the quarter  ended April 30, 2000,  total  nutritional  product sales would have
been $135,000  lower,  and would have increased only 37% compared to the quarter
ended April 30,  1999.  Sales of products  for drug  discovery  and  diagnostics
decreased  11% for the quarter  ended April 30, 2000 and decreased by 8% for the
six months  ended April 30,  2000,  when  compared to the same  periods in 1999.
These  decreases are primarily  due to Martek's  de-emphasis  on the sale of low
margin  reagent  products.  Martek is  actively  looking  for ways to reduce its
stable  isotope   production   cost  and  increase   yields  of  stable  isotope
co-products.  Royalty revenues  increased by 34% for the quarter ended April 30,
2000 compared to the same quarter in 1999 and 19% for the six months ended April
30,  2000  compared  to the first six  months of fiscal  year  1999.  Management
anticipates  that royalty revenues may decline in the future if Martek increases
sales  of bulk oil to  infant  formula  licensees  under  all-inclusive  pricing
arrangements.  Revenues from research and development work increased by $478,000
in the quarter  ended April 30, 2000 when  compared to the same  quarter in 1999
and  increased  $523,000  for the six months  ended April 30, 2000 from the same
period in 1999, mainly due to a third-party development project completed during
the second quarter of 2000 at Martek's Winchester plant.

Cost of product  sales  decreased to 78% of revenues  from product sales for the
quarter ended April 30, 2000, down from 86% for the same period of 1999. For the
six-month  period ended April 30, 2000 cost of product sales  remained at 78% of
revenues from product  sales,  the same as the six-month  period ended April 30,
1999.  The majority of the decrease in the second  quarter of the current fiscal
year is due to the higher margin achieved on the sale of approximately  $315,000
in  bulk  oil  to  an  infant  formula   licensees  during  the  quarter  at  an
all-inclusive   price.   Cost  of  sales  will   continue  to   fluctuate  on  a
quarter-to-quarter  basis  based  on  the  mix  of  sales,  with  lower  margins
experienced  when the mix  includes  higher  volumes of sales to infant  formula
manufacturers under Martek's existing royalty-bearing arrangements. Martek is in
the process of offering all of its infant  formula  licensees  an  all-inclusive
flat price for bulk oil, which would incorporate a slightly  discounted  royalty
up-front into the sales price of the Company's oils. The overall economics of an

                                  Page 10 of 14
<PAGE>
all-inclusive  price closely match those of Martek's  existing  royalty  bearing
arrangements,  however,  the  all-inclusive  flat price  positively  impacts the
Company's  margins at the time of initial sale. For those licensees who continue
to purchase  oil under a royalty  arrangement  rather than pay an  all-inclusive
initial  price,  a  transfer  price is paid to Martek for the oil at the time of
purchase and a trailing  royalty is earned at the time of the final product sale
by the licensee.  Under this  arrangement,  there is an approximate  six to nine
month delay after the initial sale of oil by Martek 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. For the quarter ended April 30, 2000,  approximately  half of Martek's oil
sales to licensees were made under existing  royalty  agreements,  and half were
made using all-inclusive pricing with no future royalties due.

In general,  the high cost of sales incurred during the first half of the fiscal
year  2000   reflects  the  cost  of  inventory   manufactured   over  the  last
approximately  12 months when certain  production  efficiencies had not yet been
realized due to the low volume of production and because the production  process
had not been  optimized.  Management  believes  that during the remainder of the
fiscal year 2000, as sales volumes increase and  manufacturing  efficiencies are
realized, the cost of production of the nutritional oils products will decrease,
resulting in a positive impact on Martek's sales margins.

Research and development  costs increased by $1,415,000,  or 66%, in the quarter
ended April 30, 2000 as compared to the same period in 1999.  For the  six-month
period ended April 30, 2000, research and development costs increased $1,689,000
or 36% when  compared to the same period in 1999.  The  majority of the increase
for the quarter  ended April 30, 2000  relates to the  continued  refinement  of
Martek's fermentation and oil extraction processes and other R&D efforts related
to  production  of the  Company's  oils at the  Winchester  plant.  In addition,
approximately  $420,000  in expenses  were  incurred  relating to a  third-party
development  project at Martek's Winchester Plant during the quarter ended April
30, 2000.  Management  believes  that as sales volumes  increase and  production
optimization occurs, development costs related to Martek's Winchester plant will
decrease, reducing the Company's overall R&D expenditures.

Selling, general and administrative expenses increased by $40,000, or 2%, during
the  quarter  ended April 30,  2000 and  decreased  by $62,000 or 2%, in the six
months  ended April 30, 2000 over the second  quarter and six months ended April
30, 1999, respectively.

As a result of the foregoing,  net loss for the quarter ended April 30, 2000 was
$4,101,000, or $.24 per share, compared to a net loss of $3,620,000, or $.24 per
share for the same period in 1999.  Net loss for the six months  ended April 30,
2000, was $7,884,000 or $.47 per share,  compared to a net loss of $7,243,000 or
$.49 per share for the same period in 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,  Martek 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 commitment.

Through  April  30,  2000  Martek  has  incurred  an   accumulated   deficit  of
$81,781,000. Martek's balance of cash and cash equivalents at April 30, 2000 was
$3,395,000. In addition, at April 30, 2000, Martek had $21,511,000 in short-term
investments and marketable securities.  These investments and securities,  which
consist of U.S.  Government  securities with average maturities of less than six
months,  are available to meet the future cash needs of the Company.  Cash, cash
equivalents,   short-term   investments  and  marketable   securities  increased
$8,548,000  during  the first six  months  of 2000,  primarily  due to the funds
received  from the private  placement  of Martek's  common stock and warrants in
February, 2000.

                                 Page 11 of 14
<PAGE>
Martek will require  substantial  additional  funds to continue its research and
development  programs, to conduct pre-clinical 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 Martek 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  pre-clinical  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 Martek's manufacturing facilities;  the cost
of acquiring additional and/or operating existing  manufacturing  facilities for
its various products and potential products  (depending on which products Martek
decides to manufacture  and continues to manufacture  itself),  and the costs of
marketing and commercializing  Martek's products.  The continued development and
optimization of Martek's production facility has had, and will continue to have,
a material effect upon the Company's liquidity and capital resources. Additional
plant modifications costing at least $750,000 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 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 Martek'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 Martek and on
favorable terms.  There can be no assurance that such funds will be available to
Martek on acceptable terms, if at all.

                                  Page 12 of 14
<PAGE>
                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

Martek is not a party to any material legal proceedings.

Item 2.  Changes in Securities.

See Item 2, Part II of Form 10-Q for the quarter ended January 31, 2000.

Item 3.  Defaults Upon Senior Securities.

Not Applicable

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

Martek's  Annual  Meeting  of  Stockholders  was held on  March  16,  2000.  The
following members were elected to Martek's Board of Directors to hold office for
the periods indicated below:

                              Elected Until
                             Annual Meeting
        Nominee                To Be Held           In Favor           Withheld

        Gordon S. Macklin          2003             12,060,352          248,128
        Richard J. Radmer          2003             12,060,452          248,028
        William Smart              2003             12,061,702          246,778

Directors Continuing in Office:

           Jules Blake
           Henry Linsert, Jr.
           Ann L. Johnson
           Sandra Panem
           Douglas J. MacMaster, Jr.
           John H. Mahar
           Eugene H. Rotberg


Item 5.  Other Information.

None

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

i.       Exhibit 10.30 License Agreement , dated March 31, 2000 between Martek
         and Abbott Laboratories. *

ii.      Exhibit 27.01 Financial Data Schedule.

iii.     Cautionary  Statements for purposes of the "safe harbor" provisions of
         the Private Securities Litigation Reform Act of 1995. filed as exhibit
         99.1 to the Company's Form 10-Q, dated March 15, 2000, and incorporated
         by reference herein).

(b)      Reports on Form 8-K:

         Form 8-K, Filed April 17, 2000 (announcing the non-exclusive license
         agreement between Martek and Abbott  Laboratories).


*  Confidential  portions of this  exhibit have been omitted in reliance on Rule
24b-2 of the  Securities  Exchange Act of 1934. The  confidential  portions have
been submitted separately to the Securities and Exchange Commission.

                                 Page 13 of 14
<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:  June 14, 2000       /s/ Peter L. Buzy
                           ------------------------------
                           Peter L. Buzy, Chief Financial
                           and Accounting Officer

                                  Page 14 of 14