REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IGENE BIOTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)


        MARYLAND					52-1230461
(State or other jurisdiction		   (IRS employer
of incorporation or organization)	 	identification no.)

9110 RED BRANCH ROAD
COLUMBIA, MARYLAND 21045
(410) 997-2599
(Address of principal executive offices)

IGENE BIOTECHNOLOGY, INC. 1997 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)

STEPHEN F. HIU
9110 RED BRANCH ROAD
COLUMBIA, MARYLAND 21045
(410) 997-2599
(NAME, ADDRESS AND TELEPHONE NUMBER,
 INCLUDING AREA CODE OF AGENT FOR SERVICE)

With Copies To:
CECIL E. MARTIN, III
MCGUIRE, WOODS, BATTLE & BOOTHE LLP
ONE NORTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3793
(410) 659-4419

<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>

		PROPOSED	PROPOSED
		MAXIMUM	MAXIMUM
	AMOUNT	OFFERING	AGGREGATE
TITLE OF SECURITIES	TO BE	PRICE	OFFERING	AMOUNT OF
TO BE REGISTERED	REGISTERED	PER SHARE(1)	PRICE	REGISTERED FEE
<S>		       	<C>		       <C>			           <C>			        <C>
Common Stock	20,000,000 	$         .05250	$   1,050,000	$         310.
$.01 par value	shares(2)

(1) Estimated solely for purposes of calculating the registration fee and, 
pursuant to Rule 457(c) and (h) of the Securities Acto of 1933, based 
upon the average of the high and low sale prices of the Common Stock of 
Igene Biotechnology, Inc., as reported on the Nasdaq National Market on 
September 29, 1998.

(2) There are also being registered hereunder such additional shares as may
be issued pursuant to the anti-dilution provisions of the plan.

</TABLE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Note:	The documents containing the information specified in this Part I 
will be sent or given to employees as specified by Rule 428(b)(1) 
promulgated under the Securities Act of 1933, as amended (the "Act").  
Such documents need not be filed with the Securities and Exchange 
Commission (the "Commission") either as part of this Registration 
Statement or as prospectuses or prospectus supplements pursuant to Rule 
424 under the Act.  These documents and the documents incorporated by 
reference in the Registration Statement pursuant to Item 3 of Part II 
of this Form S-8, taken together, constitute a prospectus that meets 
the requirements of Section 10(a) of the Act.  See Rule 428(a)(1) under 
the Act



PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.	Incorporation of Documents by Reference.

	The following documents heretofore filed by the Registrant with the 
Securities and Exchange Commission (the "Commission") are incorporated 
herein by reference:

(a)	The Registrant's Annual Report on Form 10-KSB for the year ended 
December 31, 1997;

(b)	The Registrant's Quarterly Report on Form 10-QSB for the quarter 
ended March 31, 1998;

(c)	Item 1 of the Registrant's Registration Statement on Form 8-A, as 
amended, filed May 20, 1987 to register the Registrant's Common Stock, par 
value $.01 per share (the "Common Stock"), pursuant to Section 12(g) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act").

(d)	All documents filed by the Registrant pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration 
Statement and prior to the filing of a post-effective amendment to this 
Registration Statement which indicates that all securities offered hereby 
have been sold or which deregisters all securities then remaining unsold, 
shall be deemed to be incorporated by reference in this Registration 
Statement and to be part hereof from the date of filing of such documents.

Item 4.	Description of Securities.

	Not applicable.

Item 5.	Interests of Named Experts and Counsel.

	Not applicable.

Item 6.	Indemnification of Directors and Officers.

	The Articles of Incorporation and By-laws of the Registrant provide 
for the Registrant to indemnify its officers, directors and employees to 
the fullest extent permitted by the Maryland General Corporation Law 
against certain liabilities and expenses.

Item 7.	Exemption from Registration Claimed.

	Not applicable.

Item 8.	Exhibits.


Exhibit
Number	

4	-	1997 Stock Option Plan

5	-	Opinion of McGuire Woods Battle & Booth LLP

23(a) -	Consent of McGuire Woods Battle & Boothe LLP.  Included in 
Exhibit 5 to this Registration Statement.

23(b)	-	Consent of Berenson & Company LLP.

24	-	Power of Attorney (included on signature page).


Item 9.	Undertakings.

	The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

(ii)	To reflect in the prospectus any facts or events arising after 
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement;

(iii)	To include any material information with respect to the plan of 
distribution not previously disclosed in the Registration Statement or any 
material change to such information in the Registration Statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the 
Registration Statement is on Form S-3 or Form S-8 and the information 
required to be included in a post-effective amendment by those paragraphs 
is contained in periodic reports filed by the Registrant pursuant to 
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the Registration Statement.

(2)	That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed 
to be a new Registration Statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed 
to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remains unsold at 
the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) 
of the Securities Exchange Act of 1934 (and, where applicable, each filing 
of an employee benefit plan's annual report pursuant to Section 15(d) of 
the Securities Exchange Act of 1934) that is incorporated by reference in 
the Registration Statement shall be deemed to be a new Registration 
Statement relating to the securities offered therein, and the offering of 
such securities at that time shall be deemed to be the initial bona fide 
offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act 
of 1933 may be permitted to directors, officers and controlling persons of 
the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as 
expressed in the Securities Act of 1933 and is, therefore, unenforceable.  
In the event that a claim for indemnification against such liabilities 
(other than the payment by the Registrant of expenses incurred or paid by a 
director, officer or controlling person of the Registrant in the successful 
defense of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Securities Act of 1933 and will 
be governed by the final adjudication of such issue.


SIGNATURES


	Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Columbia, State of Maryland, on 
the 30th day of September, 1998.

			
						                        IGENE Biotechnology, Inc.
                        						(Registrant)



	                          				By:	/s/ Stephen F. Hiu		
                             						Stephen F. Hiu
                             						President

POWER OF ATTORNEY


	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.  Each person whose signature appears 
below hereby authorizes Michael G. Kimelman, Thomas L. Kempner, Stephen F. 
Hiu, and Patrick F. Monahan and each of them acting individually, with full 
power of substitution to file one or more amendments, including Post-
Effective Amendments, to this Registration Statement, which Amendments may 
make such changes as any of them deems appropriate, and each person whose 
signature appears below, individually and in each capacity stated below, 
hereby appoints Michael G. Kimelman, Thomas L. Kempner, Stephen F. Hiu and 
Patrick F. Monahan and each of them acting individually, with full power of 
substitution, as Attorney-in-Fact to execute his name and on his behalf to 
file any such Amendments to this Registration Statement.

<TABLE>

<CAPTION>

Signature				Title					Date

<S>					                 <C>				               <C>
/s/ Michael G. Kimelman		Chairman of the Board	September 30, 1998
Michael G. Kimelman	    	of Directors


/s/ Thomas L. Kempner	  	Vice Chairman of the	 September 30, 1998
Thomas L. Kempner	     		Board of Directors


/s/ Stephen F. Hiu		     Director, President,	 September 30, 1998
Stephen F. Hiu			        Treasurer, 
                         Chief Operating Officer,
					                    Chief Financial Officer and
                     				Chief Accounting Officer

/s/ Joseph C. Abeles		   Director			           September 30, 1998
Joseph C. Abeles


/s/ John A. Cenerazzo	  	Director		           	September 30, 1998
John A. Cenerazzo


/s/ Sidney R. Knafel		   Director			           September 30, 1998
Sidney R. Knafel


/s/ Patrick F. Monahan		 Director, Secretary	  September 30, 1998
Patrick F. Monahan

</TABLE>

EXHIBIT INDEX


Exhibit
Number		Description							

4			    1997 Stock Option Plan					

5			    Opinion of McGuire Woods Battle & Boothe LLP	

23(a)			Consent of McGuire Woods Battle & Boothe LLP.   
			     Included in Exhibit 5 to this Registration 
			     Statement.

23(b)			Consent of Berenson & Company LLP.			

24	   		Power of Attorney (included on signature page).


Exhibit 4 

IGENE BIOTECHNOLOGY, INC.
1997 STOCK OPTION PLAN


1.	Purpose.  The purpose of this IGENE Biotechnology, Inc. 
1997 Stock Option Plan (the "Plan") is to advance the interests of 
IGENE Biotechnology, Inc. (the "Company") by encouraging and enabling 
the acquisition of a larger personal proprietary interest in the 
Company by directors, key employees, and consultants (including 
independent contractors) who are employed by, or perform services for, 
the Company and its Subsidiaries and upon whose judgment and keen 
interest the Company is largely dependent for the successful conduct of 
its operations.  The Company also expects that the opportunity to 
acquire such a proprietary interest will enable the Company and its 
Subsidiaries to attract and retain desirable personnel, directors and 
other service providers.  The Plan is intended to conform to the 
provisions of Securities and Exchange Commission Rule 16b-3.

2.	Definitions.  As used in the Plan, the following terms have 
the meanings indicated:

(a)	"Act" means the Securities Exchange Act of 1934, as 
amended.

(b)	"Applicable Withholding Taxes" means the aggregate 
amount of federal, state and local income and payroll taxes that 
the Company is required to withhold in connection with any 
exercise of a Nonstatutory Stock Option by an employee.

(c)	"Board" means the board of directors of the Company.

(d)	"Code" means the Internal Revenue Code of 1986, as 
amended.

(e)	"Committee" means the committee appointed by the 
Board as described under Section 12.

(f)	"Company" means IGENE Biotechnology, Inc.

(g)	"Company Stock" means Common Stock, $.01 par value, 
of the Company.  If the par value of the Company Stock is 
changed, or in the event of a change in the capital structure of 
the Company (as provided in Section 11), the shares resulting 
from such a change shall be deemed to be Company Stock within the 
meaning of the Plan.

(h)	"Date of Grant" means the date on which the Committee 
grants an Incentive Award.

(i)	"Disability" or "Disabled" means, as to an Incentive 
Stock Option, a Disability within the meaning of Code section 
22(e)(3).  As to all other Incentive Awards, the Committee shall 
determine whether a Disability exists and such determination 
shall be conclusive.

(j)	"Fair Market Value" means as of the Date of Grant 
(or, if there were no trades on the Date of Grant, the last 
preceding day on which Company Stock is traded) (i) if the 
Company Stock is traded on an exchange the average of the highest 
and lowest registered sales prices of the Company Stock at which 
it is traded on such day on the exchange on which it generally 
has the greatest trading volume, (ii) if the Company Stock is 
traded on the over-the-counter market, the average between the 
lowest bid and highest asked prices as reported by The Wall 
Street Journal, or (iii) if shares of Common Stock are not traded 
on any exchange or over-the-counter market, the fair market value 
shall be determined by the Committee using any reasonable method 
in good faith.

(k)	"Incentive Award" means, collectively, the award of a 
Nonstatutory Stock Option or Incentive Stock Option under the 
Plan.

(l)	"Incentive Stock Option" means an Option that meets 
the requirements of, and qualifies for favorable federal income 
tax treatment under, Code section 422.  Incentive Stock Options 
may only be granted to employees of the Company.

(m)	"Non-Employee Director" means a member of the Board 
who is not an employee of the Company, a Parent or a Subsidiary.  

(n)	"Nonstatutory Stock Option" means an Option that does 
not meet the requirements of Code section 422, or, even if 
meeting the requirements of Code section 422, is not intended to 
be an Incentive Stock Option and is so designated.

(o)	"Option" means a right to purchase Company Stock 
granted under the Plan, at a price determined in accordance with 
the Plan.

(p)	"Parent" means, with respect to any corporation, a 
parent of that corporation within the meaning of Code section 
424(e).

(q)	"Participant" means any employee, consultant, or Non-
Employee Director who receives an Incentive Award under the Plan.

 		(r)	"Rule 16b-3" means Rule 16b-3 of the Securities and 
Exchange Commission promulgated under the Act.  A reference in 
the Plan to Rule 16b-3 shall include a reference to any 
corresponding rule (or number redesignation) of any amendments to 
Rule 16b-3 enacted after the effective date of the Plan's 
adoption.  

(s)	"Subsidiary" means, with respect to any corporation, 
a subsidiary of that corporation within the meaning of Code 
section 424(f).

(t)	"10% Shareholder" means a person who owns, directly 
or indirectly, stock possessing more than 10% of the total 
combined voting power of all classes of stock of the Company or 
any Parent or Subsidiary of the Company.  Indirect ownership of 
stock shall be determined in accordance with Code section 424(d).

3.	General.  Incentive Awards under the Plan may be either 
Incentive Stock Options or Nonstatutory Stock Options.

4.	Stock.  Subject to Section 11 of the Plan, there shall be 
reserved for issuance under the Plan an aggregate of 20,000,000 shares 
of Company Stock, which shall be treasury or authorized but unissued 
shares.  Shares allocable to Options or portions thereof granted under 
the Plan that expire or otherwise terminate unexercised may again be 
subjected to an Incentive Award under the Plan.  The Committee is 
expressly authorized to make an Incentive Award to a Participant 
conditioned upon the surrender for cancellation of an option granted 
under an existing Incentive Award.  For purposes of determining the 
number of shares that are available for Incentive Awards under the 
Plan, such number shall include the number of shares surrendered by an 
optionee or retained by the Company in payment of Applicable 
Withholding Taxes.  No more than 2,000,000 shares may be allocated to 
the Incentive Awards that are granted to any individual Participant 
during any single calendar year, including any option which is 
cancelled or repriced during a calendar year.

5.	Eligibility.  

(a)	All present and future employees of the Company and 
individuals who are consultants to the Company (or any Parent or 
Subsidiary of the Company, whether now existing or hereafter created or 
acquired) shall be eligible to receive Incentive Awards under the Plan.  
The Committee shall have the power and complete discretion, as provided 
in Section 12, to select eligible individuals to receive Incentive 
Awards and to determine for each individual the terms and conditions, 
the nature of the award and the number of shares to be allocated to 
each individual as part of each Incentive Award.  Non-Employee 
Directors are eligible to receive Incentive Awards in accordance with 
Section 13. 

(b)	The grant of an Incentive Award shall not obligate 
the Company or any Parent or Subsidiary of the Company to pay a 
Participant any particular amount of remuneration, to continue the 
employment of the Participant after the grant or to make further grants 
to the Participant at any time thereafter.

6.	Stock Options.  

(a)	Whenever the Committee deems it appropriate to grant 
Options, notice shall be given to the Participant stating the number of 
shares for which Options are granted, the Option price per share, 
whether the Options are Incentive Stock Options or Nonstatutory Stock 
Options, and the conditions to which the grant and exercise of the 
Options are subject.  This notice, when duly accepted in writing by the 
Participant, shall become a stock option agreement between the Company 
and the Participant.  

(b)	The exercise price of shares of Company Stock covered 
by an Incentive Stock Option shall be not less than 100% of the Fair 
Market Value of such shares on the Date of Grant; provided that if an 
Incentive Stock Option is granted to a Participant who, at the time of 
the grant, is a 10% Shareholder, then the exercise price of the shares 
covered by the Incentive Stock Option shall be not less than 110% of 
the Fair Market Value of such shares on the Date of Grant.

(c)	The Committee shall establish the exercise price of 
shares covered by a Nonstatutory Stock Option.

(d)	Options may be exercised in whole or in part at such 
times as may be specified by the Committee in the Participant's stock 
option agreement; provided that, the exercise provisions for Incentive 
Stock Options shall in all events not be more liberal than the 
following provisions:

(i)	No Incentive Stock Option may be exercised 
after ten years (or, in the case of an Incentive Stock 
Option granted to a 10% Shareholder, five years) from the 
Date of Grant.

   (ii)	An Incentive Stock Option by its terms, shall 
be exercisable in any calendar year only to the extent that 
the aggregate Fair Market Value (determined at the Date of 
Grant) of the Company Stock with respect to which Incentive 
Stock Options are exercisable for the first time during the 
calendar year does not exceed $100,000 (the "Limitation 
Amount").  Incentive Stock Options granted under the Plan 
and all other plans of the Company and any Parent or 
Subsidiary of the Company shall be aggregated for purposes 
of determining whether the Limitation Amount has been 
exceeded.  The Board may impose such conditions as it deems 
appropriate on an Incentive Stock Option to ensure that the 
foregoing requirement is met.

   (iii)	If Incentive Stock Options that first become 
exercisable in a calendar year exceed the Limitation 
Amount, the excess Options will be treated as Nonstatutory 
Stock Options to the extent permitted by law.  If an Option 
designated as an Incentive Stock Options otherwise fails to 
qualify as an incentive stock option under the Code, the 
Option shall be treated as a Nonstatutory Stock Option.

(e)	Options by their terms shall become fully exercisable 
upon (i) the Participants retirement on or after his 65th birthday, 
(ii) the Disability or death of the Participant, or (iii) under any 
special circumstances which in the opinion of the Committee warrant 
special consideration.

(f)	All Options shall expire, to the extent unexercised, 
ten years from the Date of Grant.  In addition, except as provided 
below, the unexercised Options may not be exercised after the tenth 
business day following the Participant's cessation of service as an 
employee, Non-Employee Director, or consultant, except that the 
committee may, in its absolute discretion, extend the privilege to 
exercise all or any part of the option until the end of its stated term 
or for any lesser period it deems appropriate.  In the case of the 
Participant's retirement on or after attaining age 65,or the 
Participant's Disability, Options may not be exercised after three 
months after the Participant's cessation of service.  In the case of 
the Participant's death, Options may not be exercised after six months 
after the Participant's death.  If the Company terminates the 
Participant's employment or service due to the Participant's violation 
of his duties, the Option may not be exercised after the cessation of 
service.  

7.	Method of Exercise of Options. 

(a)	Options may be exercised by the Participant giving written notice 
of the exercise to the Company, stating the number of shares the 
Participant has elected to purchase under the Option.  In the case of 
the purchase of shares under an Option, such notice shall be effective 
only if accompanied by the exercise price in full in cash; provided, 
however, that if the terms of an Option so permit, the Participant may 
(i) deliver Mature Shares of Company Stock (valued at their Fair Market 
Value on the date of exercise) in satisfaction of all or any part of 
the exercise price, or (ii) such other method as approved by the 
Committee.  "Mature Shares" means shares of Company Stock for which the 
holder has good title, free and clear of all liens and encumbrances and 
which such holder has held for at least six months

(b)	The Company may place on any certificate representing 
Company Stock issued upon the exercise of an Option any legend deemed 
desirable by the Company's counsel to comply with federal or state 
securities laws, and the Company may require a customary written 
indication of the Participant's investment intent.  Until the 
Participant has made any required payment, including any Applicable 
Withholding Taxes, and has had issued a certificate for the shares of 
Company Stock acquired, he or she shall possess no shareholder rights 
with respect to the shares.

(c)	Each Participant shall agree as a condition of the 
exercise of an Option to pay to the Company, or make arrangements 
satisfactory to the Company regarding the payment to the Company of, 
Applicable Withholding Taxes.  Until such amount has been paid or 
arrangements satisfactory to the Company have been made, no stock 
certificate shall be issued upon the exercise of an Option.

(d)	As an alternative to making a cash payment to the 
Company to satisfy Applicable Withholding Taxes, if the Option 
agreement so provides, the Participant may, subject to the provisions 
set forth below, elect to (i) deliver shares of already owned Company 
Stock or (ii) have the Company retain that number of shares of Company 
Stock that would satisfy all or a specified portion of the Applicable 
Withholding Taxes.  The Committee shall have sole discretion to approve 
or disapprove any such election. 

(e)	Notwithstanding anything herein to the contrary, 
Options shall always be granted and exercised in such a manner as to 
conform to the provisions of Rule 16b-3.

8.	Nontransferability of Options.  Nonstatutory Stock Options 
shall not be transferable except by will or by the laws of descent and 
distribution and, to the extent specifically provided in the Incentive 
Award, to (a) the Participant's children, step-children, grandchildren, 
step-grandchildren (including relationships arising from legal 
adoptions) (such individuals are hereinafter referred to as "Immediate 
Family Members"); (b) a trust or trusts for the exclusive benefit of 
any one or more of the Participant's Immediate Family Members; or (c) a 
partnership, limited liability company or other entity, the only 
partners, members or interest holders of which are among the 
Participant's Immediate Family Members.  Incentive Stock Options, by 
their terms, shall not be transferable except by will or by the laws of 
descent and distribution and shall be exercisable, during the 
Participant's lifetime, only by the Participant. 

9.	Effective Date of the Plan.  The effective date of the Plan 
is September 19, 1997.  The Plan shall be submitted to the shareholders 
of the Company for approval.  Until (i) the Plan has been approved by 
the Company's shareholders and (ii) the requirements of any applicable 
Federal or State securities laws have been met, no Incentive Stock 
Option shall be exercisable.

10.	Termination, Modification, Change.  The Board of Directors 
or the Committee may at any time withdraw or from time to time amend 
the Plan and any Options not theretofore granted.  With respect to any 
outstanding Option, the Board of Directors or the Committee, with the 
consent of the affected holder of an Option, may at any time withdraw 
or from time to time amend the Plan and the terms and conditions of any 
outstanding Option.  Notwithstanding the foregoing, any amendment by 
the Board of Directors or the Committee which would increase the number 
of Options which may be granted to any individual during a calendar 
year, or change the class of persons to whom Options may be granted, 
shall be subject to the approval of the stockholders of the Company.  
No Option shall be granted under the Plan after September 19, 2007.

11.	Change in Capital Structure.  

(a)  In the event of a stock dividend, stock split or combination 
of shares, recapitalization or merger in which the Company is the 
surviving corporation or other change in the Company's capital stock 
(including, but not limited to, the creation or issuance to 
shareholders generally of rights, options or warrants for the purchase 
of common stock or preferred stock of the Company), the number and kind 
of shares of stock or securities of the Company to be subject to the 
Plan and to Options then outstanding or to be granted thereunder, the 
maximum number of shares or securities which may be delivered under the 
Plan, the exercise price and other relevant provisions shall be 
appropriately adjusted by the Committee, whose determination shall be 
binding on all persons.  If the adjustment would produce fractional 
shares with respect to any unexercised Option, the Committee may adjust 
appropriately the number of shares covered by the Option so as to 
eliminate the fractional shares.

(b)  If the Company is a party to an initial public 
offering, a consolidation or a merger in which the Company is not the 
surviving corporation, a transaction that results in the acquisition of 
substantially all of the Company's outstanding stock by a single person 
or entity, or a sale or transfer of substantially all of the Company's 
assets, the Committee may take such actions with respect to outstanding 
Incentive Awards as the Committee deems appropriate.

(c)  Notwithstanding anything in the Plan to the contrary, 
the Committee may take the foregoing actions without the consent of any 
Participant, and the Committee's determination shall be conclusive and 
binding on all persons for all purposes.

12.  Administration of the Plan.  The Plan shall be administered 
by the Committee, which shall consist of not less than two members of 
the Board, who shall be appointed by the Board.  Each member of the 
Committee must be a non-employee director within the meaning of Rule 
16b-3 and an outside director within the meaning of Code section 
162(m).  Subject to paragraph (d) below, the Committee shall be the 
Compensation Committee unless the Board shall appoint another Committee 
to administer the Plan.  The Committee shall have general authority to 
impose any limitation or condition upon an Incentive Award the 
Committee deems appropriate to achieve the objectives of the Incentive 
Award and the Plan and, without limitation and in addition to powers 
set forth elsewhere in the Plan, shall have the following specific 
authority:

(a)  The Committee shall have the power and complete 
discretion to determine (i) which eligible employees shall 
receive Incentive Awards and the nature of each Incentive Award, 
(ii) the number of shares of Company Stock to be covered by each 
Incentive Award, (iii) whether Options shall be Incentive Stock 
Options or Nonstatutory Stock Options, (iv) the Fair Market Value 
of Company Stock, (v) the time or times when an Incentive Award 
shall be granted, (vi) whether an Incentive Award shall become 
vested over a period of time and when it shall be fully vested, 
(vii) when Options may be exercised, (viii) whether a Disability 
exists, (ix) the manner in which payment will be made upon the 
exercise of Options, (x) conditions relating to the length of 
time before disposition of Company Stock received upon the 
exercise of Options is permitted, (xi) whether to approve a 
Participant's election (A) to deliver shares of already owned 
Company Stock to satisfy Applicable Withholding Taxes or (B) to 
have the Company withhold from the shares to be issued upon the 
exercise of a Nonstatutory Stock Option the number of shares 
necessary to satisfy Applicable Withholding Taxes, (xii) notice 
provisions relating to the sale of Company Stock acquired under 
the Plan, (xiii) the consideration to be received by the Company 
on exercise of an Option, and (xiv) any additional requirements 
relating to Incentive Awards that the Committee deems 
appropriate.  Notwithstanding the foregoing, no "tandem stock 
options" (where two stock options are issued together and the 
exercise of one option affects the right to exercise the other 
option) may be issued in connection with Incentive Stock Options.  
The Committee shall have the power to amend the terms of 
previously granted Incentive Awards so long as the terms as 
amended are consistent with the terms of the Plan and provided 
that the consent of the Participant is obtained with respect to 
any amendment that would be detrimental to him or her, except 
that such consent will not be required if such amendment is for 
the purpose of complying with Rule 16b-3 or any requirement of 
the Code applicable to the Incentive Award.

(b)  The Committee may adopt rules and regulations for 
carrying out the Plan.  The interpretation and construction of 
any provision of the Plan by the Committee shall be final and 
conclusive.  The Committee may consult with counsel, who may be 
counsel to the Company, and shall not incur any liability for any 
action taken in good faith in reliance upon the advice of 
counsel.

(c)  A majority of the members of the Committee shall 
constitute a quorum, and all actions of the Committee shall be 
taken by a majority of the members present.  Any action may be 
taken by a written instrument signed by all of the members, and 
any action so taken shall be fully effective as if it had been 
taken at a meeting.

(d)	The Board from time to time may appoint members 
previously appointed and may fill vacancies, however caused, in 
the Committee.  	 

13.	Grants to Non-Employee Directors.  All provisions of the 
Plan shall apply to the grant of Incentive Awards to Non-Employee 
Directors, except as provided in this section.  All Incentive Awards to 
Non-Employee Directors will be Nonstatutory Stock Options.  With 
respect to Incentive Awards to Non-Employee Directors, the Board will 
have all of the authority of the Committee under the Plan.  The Board 
may delegate its authority to the Compensation Committee or another 
committee of the Board that is composed solely of Non-Employee 
Directors.  The provisions for payment of Applicable Withholding Taxes 
will not apply to Incentive Awards to Non-Employee Directors.  

14.	Notice.  All notices and other communications required or 
permitted to be given under this Plan shall be in writing and shall be 
deemed to have been duly given if delivered personally or mailed first 
class, postage prepaid, as follows (a) if to the Company - at its 
principal business address to the attention of the Treasurer; (b) if to 
any Participant - at the last address of the Participant known to the 
sender at the time the notice or other communication is sent.

15.	Interpretation.  The terms of this Plan are subject to all 
present and future regulations and rulings of the Secretary of the 
Treasury or his or her delegate relating to the qualification of 
Incentive Stock Options under the Code.  If any provision of the Plan 
conflicts with any such regulation or ruling, then that provision of 
the Plan shall be void and of no effect.  The laws of the State of 
Maryland shall govern the terms of this Plan.

<PAGE>

Exhibit 5





September 15, 1998


IGENE Biotechnology, Inc.
9110 Red Branch Road
Columbia, Maryland 21045-2024

Gentlemen:

We have acted as counsel to IGENE Biotechnology, Inc., a Maryland 
corporation (the "Company") in connection with the preparation and 
filing with the Securities and Exchange Commission (the "Commission") 
under the Securities Act of 1933, as amended (the "Act"), of a 
Registration Statement on Form S-8 (the "Registration Statement") 
relating to the proposed issuance of up to 20,000,000 shares (the 
"Shares"), of the Company pursuant to the Company's 1997 Stock Option 
Plan (the "Plan").

As such counsel, we have examined copies of the Articles of 
Incorporation and Bylaws of the Company, each as amended to the date 
hereof, the Registration Statement, the Plan and originals or copies of 
such other corporate minutes, records, agreements and other instruments 
of the Company, certificates of public officials and other documents 
and have made such examinations of law, as we have deemed necessary to 
form the basis for the opinion hereinafter expressed.  In our 
examination of such materials, we have assumed the genuineness of all 
signatures, the authenticity of all documents submitted to us as 
originals and the conformity to original documents of all copies 
submitted to us.  As to various questions of fact material to such 
opinion, we have relied, to the extent we deemed appropriate, upon 
representations, statement and certificates of officers and 
representatives of the company and others.

Attorneys involved in the preparation of this opinion are 
admitted to practice law in the State of Maryland and we do not purport 
to be experts on, or to express any opinion herein concerning, any law 
other than the laws of the State of Maryland or the federal laws of the 
United States of America.

Based upon and subject to the foregoing, we are of the opinion 
that the Shares, when issued by the Board of Directors under the 
circumstances contemplated in the Registration Statement and the Plan, 
will be legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to 
the Registration Statement.  In giving such consent, we do not admit 
hereby that we come within the category of persons whose consent is 
required under Section 7 of the Act or the Rules and Regulations of the 
Commission thereunder.

Very truly yours,




					/s/ McGuire, Woods, Battle & Boothe LLP
					MCGUIRE WOODS BATTLE & BOOTHE LLP

<PAGE>

Exhibit 23(b)


Consent of Independent Auditors


We hereby consent to the incorporation by reference in this 
Registration Statement on Form S-8 pertaining to the 1997 Stock Option 
Plan of IGENE Biotechnology, Inc. of our report dated March 19, 1998 
(except as to note 17, which is as of March 31, 1998), with respect to 
the financial statements of IGENE Biotechnology, Inc. included in the 
annual report (Form 10-KSB) of IGENE Biotechnology, Inc. for the year 
ended December 31, 1997.



New York, NY
September 23, 1998



					/s/ Berenson & Company LLP		
					Berenson & Company LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 37349}]
{"company-data": {"conformed-name": "IGENE BIOTECHNOLOGY INC", "cik": "0000793160", "assigned-sic": "2870", "irs-number": "521230461", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65013", "film-number": "98718769"}, "business-address": {"street1": "9110 RED BRANCH RD", "city": "COLUMBIA", "state": "MD", "zip": "21045-2020", "phone": "4109972599"}, "mail-address": {"street1": "9110 RED BRANCH ROAD", "city": "COLUMBIA", "state": "MD", "zip": "21045-2020"}}
REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IGENE BIOTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

        MARYLAND					52-1230461
(State or other jurisdiction		   (IRS employer
of incorporation or organization)	 	identification no.)

9110 RED BRANCH ROAD
COLUMBIA, MARYLAND 21045
(410) 997-2599
(Address of principal executive offices)

IGENE BIOTECHNOLOGY, INC. 1997 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)

STEPHEN F. HIU
9110 RED BRANCH ROAD
COLUMBIA, MARYLAND 21045
(410) 997-2599
(NAME, ADDRESS AND TELEPHONE NUMBER,
 INCLUDING AREA CODE OF AGENT FOR SERVICE)

With Copies To:
CECIL E. MARTIN, III
MCGUIRE, WOODS, BATTLE & BOOTHE LLP
ONE NORTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3793
(410) 659-4419

CALCULATION OF REGISTRATION FEE
PROPOSED	PROPOSED
		MAXIMUM	MAXIMUM
	AMOUNT	OFFERING	AGGREGATE
TITLE OF SECURITIES	TO BE	PRICE	OFFERING	AMOUNT OF
TO BE REGISTERED	REGISTERED	PER SHARE(1)	PRICE	REGISTERED FEE
Common Stock	20,000,000 	$         .05250	$   1,050,000	$         310.
$.01 par value	shares(2)

(1) Estimated solely for purposes of calculating the registration fee and, 
pursuant to Rule 457(c) and (h) of the Securities Acto of 1933, based 
upon the average of the high and low sale prices of the Common Stock of 
Igene Biotechnology, Inc., as reported on the Nasdaq National Market on 
September 29, 1998.

(2) There are also being registered hereunder such additional shares as may
be issued pursuant to the anti-dilution provisions of the plan.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note:	The documents containing the information specified in this Part I 
will be sent or given to employees as specified by Rule 428(b)(1) 
promulgated under the Securities Act of 1933, as amended (the "Act").  
Such documents need not be filed with the Securities and Exchange 
Commission (the "Commission") either as part of this Registration 
Statement or as prospectuses or prospectus supplements pursuant to Rule 
424 under the Act.  These documents and the documents incorporated by 
reference in the Registration Statement pursuant to Item 3 of Part II 
of this Form S-8, taken together, constitute a prospectus that meets 
the requirements of Section 10(a) of the Act.  See Rule 428(a)(1) under 
the Act

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

	The following documents heretofore filed by the Registrant with the 
Securities and Exchange Commission (the "Commission") are incorporated 
herein by reference:

(a)	The Registrant's Annual Report on Form 10-KSB for the year ended 
December 31, 1997;

(b)	The Registrant's Quarterly Report on Form 10-QSB for the quarter 
ended March 31, 1998;

(c)	Item 1 of the Registrant's Registration Statement on Form 8-A, as 
amended, filed May 20, 1987 to register the Registrant's Common Stock, par 
value $.01 per share (the "Common Stock"), pursuant to Section 12(g) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act").

(d)	All documents filed by the Registrant pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration 
Statement and prior to the filing of a post-effective amendment to this 
Registration Statement which indicates that all securities offered hereby 
have been sold or which deregisters all securities then remaining unsold, 
shall be deemed to be incorporated by reference in this Registration 
Statement and to be part hereof from the date of filing of such documents.

Item 4.	Description of Securities.

	Not applicable.

Item 5.	Interests of Named Experts and Counsel.

	Not applicable.

Item 6.	Indemnification of Directors and Officers.

	The Articles of Incorporation and By-laws of the Registrant provide 
for the Registrant to indemnify its officers, directors and employees to 
the fullest extent permitted by the Maryland General Corporation Law 
against certain liabilities and expenses.

Item 7.	Exemption from Registration Claimed.

	Not applicable.

Item 8.	Exhibits.

Exhibit
Number	

4	-	1997 Stock Option Plan

5	-	Opinion of McGuire Woods Battle & Booth LLP

23(a) -	Consent of McGuire Woods Battle & Boothe LLP.  Included in 
Exhibit 5 to this Registration Statement.

23(b)	-	Consent of Berenson & Company LLP.

24	-	Power of Attorney (included on signature page).

Item 9.	Undertakings.

	The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

(ii)	To reflect in the prospectus any facts or events arising after 
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement;

(iii)	To include any material information with respect to the plan of 
distribution not previously disclosed in the Registration Statement or any 
material change to such information in the Registration Statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the 
Registration Statement is on Form S-3 or Form S-8 and the information 
required to be included in a post-effective amendment by those paragraphs 
is contained in periodic reports filed by the Registrant pursuant to 
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the Registration Statement.

(2)	That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed 
to be a new Registration Statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed 
to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remains unsold at 
the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) 
of the Securities Exchange Act of 1934 (and, where applicable, each filing 
of an employee benefit plan's annual report pursuant to Section 15(d) of 
the Securities Exchange Act of 1934) that is incorporated by reference in 
the Registration Statement shall be deemed to be a new Registration 
Statement relating to the securities offered therein, and the offering of 
such securities at that time shall be deemed to be the initial bona fide 
offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act 
of 1933 may be permitted to directors, officers and controlling persons of 
the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as 
expressed in the Securities Act of 1933 and is, therefore, unenforceable.  
In the event that a claim for indemnification against such liabilities 
(other than the payment by the Registrant of expenses incurred or paid by a 
director, officer or controlling person of the Registrant in the successful 
defense of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Securities Act of 1933 and will 
be governed by the final adjudication of such issue.

SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Columbia, State of Maryland, on 
the 30th day of September, 1998.

			
						                        IGENE Biotechnology, Inc.
                        						(Registrant)

	                          				By:	/s/ Stephen F. Hiu		
                             						Stephen F. Hiu
                             						President

POWER OF ATTORNEY

	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.  Each person whose signature appears 
below hereby authorizes Michael G. Kimelman, Thomas L. Kempner, Stephen F. 
Hiu, and Patrick F. Monahan and each of them acting individually, with full 
power of substitution to file one or more amendments, including Post-
Effective Amendments, to this Registration Statement, which Amendments may 
make such changes as any of them deems appropriate, and each person whose 
signature appears below, individually and in each capacity stated below, 
hereby appoints Michael G. Kimelman, Thomas L. Kempner, Stephen F. Hiu and 
Patrick F. Monahan and each of them acting individually, with full power of 
substitution, as Attorney-in-Fact to execute his name and on his behalf to 
file any such Amendments to this Registration Statement.
Signature				Title					Date
/s/ Michael G. Kimelman		Chairman of the Board	September 30, 1998
Michael G. Kimelman	    	of Directors

/s/ Thomas L. Kempner	  	Vice Chairman of the	 September 30, 1998
Thomas L. Kempner	     		Board of Directors

/s/ Stephen F. Hiu		     Director, President,	 September 30, 1998
Stephen F. Hiu			        Treasurer, 
                         Chief Operating Officer,
					                    Chief Financial Officer and
                     				Chief Accounting Officer

/s/ Joseph C. Abeles		   Director			           September 30, 1998
Joseph C. Abeles

/s/ John A. Cenerazzo	  	Director		           	September 30, 1998
John A. Cenerazzo

/s/ Sidney R. Knafel		   Director			           September 30, 1998
Sidney R. Knafel

/s/ Patrick F. Monahan		 Director, Secretary	  September 30, 1998
Patrick F. Monahan
EXHIBIT INDEX

Exhibit
Number		Description							

4			    1997 Stock Option Plan					

5			    Opinion of McGuire Woods Battle & Boothe LLP	

23(a)			Consent of McGuire Woods Battle & Boothe LLP.   
			     Included in Exhibit 5 to this Registration 
			     Statement.

23(b)			Consent of Berenson & Company LLP.			

24	   		Power of Attorney (included on signature page).

Exhibit 4 

IGENE BIOTECHNOLOGY, INC.
1997 STOCK OPTION PLAN

1.	Purpose.  The purpose of this IGENE Biotechnology, Inc. 
1997 Stock Option Plan (the "Plan") is to advance the interests of 
IGENE Biotechnology, Inc. (the "Company") by encouraging and enabling 
the acquisition of a larger personal proprietary interest in the 
Company by directors, key employees, and consultants (including 
independent contractors) who are employed by, or perform services for, 
the Company and its Subsidiaries and upon whose judgment and keen 
interest the Company is largely dependent for the successful conduct of 
its operations.  The Company also expects that the opportunity to 
acquire such a proprietary interest will enable the Company and its 
Subsidiaries to attract and retain desirable personnel, directors and 
other service providers.  The Plan is intended to conform to the 
provisions of Securities and Exchange Commission Rule 16b-3.

2.	Definitions.  As used in the Plan, the following terms have 
the meanings indicated:

(a)	"Act" means the Securities Exchange Act of 1934, as 
amended.

(b)	"Applicable Withholding Taxes" means the aggregate 
amount of federal, state and local income and payroll taxes that 
the Company is required to withhold in connection with any 
exercise of a Nonstatutory Stock Option by an employee.

(c)	"Board" means the board of directors of the Company.

(d)	"Code" means the Internal Revenue Code of 1986, as 
amended.

(e)	"Committee" means the committee appointed by the 
Board as described under Section 12.

(f)	"Company" means IGENE Biotechnology, Inc.

(g)	"Company Stock" means Common Stock, $.01 par value, 
of the Company.  If the par value of the Company Stock is 
changed, or in the event of a change in the capital structure of 
the Company (as provided in Section 11), the shares resulting 
from such a change shall be deemed to be Company Stock within the 
meaning of the Plan.

(h)	"Date of Grant" means the date on which the Committee 
grants an Incentive Award.

(i)	"Disability" or "Disabled" means, as to an Incentive 
Stock Option, a Disability within the meaning of Code section 
22(e)(3).  As to all other Incentive Awards, the Committee shall 
determine whether a Disability exists and such determination 
shall be conclusive.

(j)	"Fair Market Value" means as of the Date of Grant 
(or, if there were no trades on the Date of Grant, the last 
preceding day on which Company Stock is traded) (i) if the 
Company Stock is traded on an exchange the average of the highest 
and lowest registered sales prices of the Company Stock at which 
it is traded on such day on the exchange on which it generally 
has the greatest trading volume, (ii) if the Company Stock is 
traded on the over-the-counter market, the average between the 
lowest bid and highest asked prices as reported by The Wall 
Street Journal, or (iii) if shares of Common Stock are not traded 
on any exchange or over-the-counter market, the fair market value 
shall be determined by the Committee using any reasonable method 
in good faith.

(k)	"Incentive Award" means, collectively, the award of a 
Nonstatutory Stock Option or Incentive Stock Option under the 
Plan.

(l)	"Incentive Stock Option" means an Option that meets 
the requirements of, and qualifies for favorable federal income 
tax treatment under, Code section 422.  Incentive Stock Options 
may only be granted to employees of the Company.

(m)	"Non-Employee Director" means a member of the Board 
who is not an employee of the Company, a Parent or a Subsidiary.  

(n)	"Nonstatutory Stock Option" means an Option that does 
not meet the requirements of Code section 422, or, even if 
meeting the requirements of Code section 422, is not intended to 
be an Incentive Stock Option and is so designated.

(o)	"Option" means a right to purchase Company Stock 
granted under the Plan, at a price determined in accordance with 
the Plan.

(p)	"Parent" means, with respect to any corporation, a 
parent of that corporation within the meaning of Code section 
424(e).

(q)	"Participant" means any employee, consultant, or Non-
Employee Director who receives an Incentive Award under the Plan.

 		(r)	"Rule 16b-3" means Rule 16b-3 of the Securities and 
Exchange Commission promulgated under the Act.  A reference in 
the Plan to Rule 16b-3 shall include a reference to any 
corresponding rule (or number redesignation) of any amendments to 
Rule 16b-3 enacted after the effective date of the Plan's 
adoption.  

(s)	"Subsidiary" means, with respect to any corporation, 
a subsidiary of that corporation within the meaning of Code 
section 424(f).

(t)	"10% Shareholder" means a person who owns, directly 
or indirectly, stock possessing more than 10% of the total 
combined voting power of all classes of stock of the Company or 
any Parent or Subsidiary of the Company.  Indirect ownership of 
stock shall be determined in accordance with Code section 424(d).

3.	General.  Incentive Awards under the Plan may be either 
Incentive Stock Options or Nonstatutory Stock Options.

4.	Stock.  Subject to Section 11 of the Plan, there shall be 
reserved for issuance under the Plan an aggregate of 20,000,000 shares 
of Company Stock, which shall be treasury or authorized but unissued 
shares.  Shares allocable to Options or portions thereof granted under 
the Plan that expire or otherwise terminate unexercised may again be 
subjected to an Incentive Award under the Plan.  The Committee is 
expressly authorized to make an Incentive Award to a Participant 
conditioned upon the surrender for cancellation of an option granted 
under an existing Incentive Award.  For purposes of determining the 
number of shares that are available for Incentive Awards under the 
Plan, such number shall include the number of shares surrendered by an 
optionee or retained by the Company in payment of Applicable 
Withholding Taxes.  No more than 2,000,000 shares may be allocated to 
the Incentive Awards that are granted to any individual Participant 
during any single calendar year, including any option which is 
cancelled or repriced during a calendar year.

5.	Eligibility.  

(a)	All present and future employees of the Company and 
individuals who are consultants to the Company (or any Parent or 
Subsidiary of the Company, whether now existing or hereafter created or 
acquired) shall be eligible to receive Incentive Awards under the Plan.  
The Committee shall have the power and complete discretion, as provided 
in Section 12, to select eligible individuals to receive Incentive 
Awards and to determine for each individual the terms and conditions, 
the nature of the award and the number of shares to be allocated to 
each individual as part of each Incentive Award.  Non-Employee 
Directors are eligible to receive Incentive Awards in accordance with 
Section 13. 

(b)	The grant of an Incentive Award shall not obligate 
the Company or any Parent or Subsidiary of the Company to pay a 
Participant any particular amount of remuneration, to continue the 
employment of the Participant after the grant or to make further grants 
to the Participant at any time thereafter.

6.	Stock Options.  

(a)	Whenever the Committee deems it appropriate to grant 
Options, notice shall be given to the Participant stating the number of 
shares for which Options are granted, the Option price per share, 
whether the Options are Incentive Stock Options or Nonstatutory Stock 
Options, and the conditions to which the grant and exercise of the 
Options are subject.  This notice, when duly accepted in writing by the 
Participant, shall become a stock option agreement between the Company 
and the Participant.  

(b)	The exercise price of shares of Company Stock covered 
by an Incentive Stock Option shall be not less than 100% of the Fair 
Market Value of such shares on the Date of Grant; provided that if an 
Incentive Stock Option is granted to a Participant who, at the time of 
the grant, is a 10% Shareholder, then the exercise price of the shares 
covered by the Incentive Stock Option shall be not less than 110% of 
the Fair Market Value of such shares on the Date of Grant.

(c)	The Committee shall establish the exercise price of 
shares covered by a Nonstatutory Stock Option.

(d)	Options may be exercised in whole or in part at such 
times as may be specified by the Committee in the Participant's stock 
option agreement; provided that, the exercise provisions for Incentive 
Stock Options shall in all events not be more liberal than the 
following provisions:

(i)	No Incentive Stock Option may be exercised 
after ten years (or, in the case of an Incentive Stock 
Option granted to a 10% Shareholder, five years) from the 
Date of Grant.

   (ii)	An Incentive Stock Option by its terms, shall 
be exercisable in any calendar year only to the extent that 
the aggregate Fair Market Value (determined at the Date of 
Grant) of the Company Stock with respect to which Incentive 
Stock Options are exercisable for the first time during the 
calendar year does not exceed $100,000 (the "Limitation 
Amount").  Incentive Stock Options granted under the Plan 
and all other plans of the Company and any Parent or 
Subsidiary of the Company shall be aggregated for purposes 
of determining whether the Limitation Amount has been 
exceeded.  The Board may impose such conditions as it deems 
appropriate on an Incentive Stock Option to ensure that the 
foregoing requirement is met.

   (iii)	If Incentive Stock Options that first become 
exercisable in a calendar year exceed the Limitation 
Amount, the excess Options will be treated as Nonstatutory 
Stock Options to the extent permitted by law.  If an Option 
designated as an Incentive Stock Options otherwise fails to 
qualify as an incentive stock option under the Code, the 
Option shall be treated as a Nonstatutory Stock Option.

(e)	Options by their terms shall become fully exercisable 
upon (i) the Participants retirement on or after his 65th birthday, 
(ii) the Disability or death of the Participant, or (iii) under any 
special circumstances which in the opinion of the Committee warrant 
special consideration.

(f)	All Options shall expire, to the extent unexercised, 
ten years from the Date of Grant.  In addition, except as provided 
below, the unexercised Options may not be exercised after the tenth 
business day following the Participant's cessation of service as an 
employee, Non-Employee Director, or consultant, except that the 
committee may, in its absolute discretion, extend the privilege to 
exercise all or any part of the option until the end of its stated term 
or for any lesser period it deems appropriate.  In the case of the 
Participant's retirement on or after attaining age 65,or the 
Participant's Disability, Options may not be exercised after three 
months after the Participant's cessation of service.  In the case of 
the Participant's death, Options may not be exercised after six months 
after the Participant's death.  If the Company terminates the 
Participant's employment or service due to the Participant's violation 
of his duties, the Option may not be exercised after the cessation of 
service.  

7.	Method of Exercise of Options. 

(a)	Options may be exercised by the Participant giving written notice 
of the exercise to the Company, stating the number of shares the 
Participant has elected to purchase under the Option.  In the case of 
the purchase of shares under an Option, such notice shall be effective 
only if accompanied by the exercise price in full in cash; provided, 
however, that if the terms of an Option so permit, the Participant may 
(i) deliver Mature Shares of Company Stock (valued at their Fair Market 
Value on the date of exercise) in satisfaction of all or any part of 
the exercise price, or (ii) such other method as approved by the 
Committee.  "Mature Shares" means shares of Company Stock for which the 
holder has good title, free and clear of all liens and encumbrances and 
which such holder has held for at least six months

(b)	The Company may place on any certificate representing 
Company Stock issued upon the exercise of an Option any legend deemed 
desirable by the Company's counsel to comply with federal or state 
securities laws, and the Company may require a customary written 
indication of the Participant's investment intent.  Until the 
Participant has made any required payment, including any Applicable 
Withholding Taxes, and has had issued a certificate for the shares of 
Company Stock acquired, he or she shall possess no shareholder rights 
with respect to the shares.

(c)	Each Participant shall agree as a condition of the 
exercise of an Option to pay to the Company, or make arrangements 
satisfactory to the Company regarding the payment to the Company of, 
Applicable Withholding Taxes.  Until such amount has been paid or 
arrangements satisfactory to the Company have been made, no stock 
certificate shall be issued upon the exercise of an Option.

(d)	As an alternative to making a cash payment to the 
Company to satisfy Applicable Withholding Taxes, if the Option 
agreement so provides, the Participant may, subject to the provisions 
set forth below, elect to (i) deliver shares of already owned Company 
Stock or (ii) have the Company retain that number of shares of Company 
Stock that would satisfy all or a specified portion of the Applicable 
Withholding Taxes.  The Committee shall have sole discretion to approve 
or disapprove any such election. 

(e)	Notwithstanding anything herein to the contrary, 
Options shall always be granted and exercised in such a manner as to 
conform to the provisions of Rule 16b-3.

8.	Nontransferability of Options.  Nonstatutory Stock Options 
shall not be transferable except by will or by the laws of descent and 
distribution and, to the extent specifically provided in the Incentive 
Award, to (a) the Participant's children, step-children, grandchildren, 
step-grandchildren (including relationships arising from legal 
adoptions) (such individuals are hereinafter referred to as "Immediate 
Family Members"); (b) a trust or trusts for the exclusive benefit of 
any one or more of the Participant's Immediate Family Members; or (c) a 
partnership, limited liability company or other entity, the only 
partners, members or interest holders of which are among the 
Participant's Immediate Family Members.  Incentive Stock Options, by 
their terms, shall not be transferable except by will or by the laws of 
descent and distribution and shall be exercisable, during the 
Participant's lifetime, only by the Participant. 

9.	Effective Date of the Plan.  The effective date of the Plan 
is September 19, 1997.  The Plan shall be submitted to the shareholders 
of the Company for approval.  Until (i) the Plan has been approved by 
the Company's shareholders and (ii) the requirements of any applicable 
Federal or State securities laws have been met, no Incentive Stock 
Option shall be exercisable.

10.	Termination, Modification, Change.  The Board of Directors 
or the Committee may at any time withdraw or from time to time amend 
the Plan and any Options not theretofore granted.  With respect to any 
outstanding Option, the Board of Directors or the Committee, with the 
consent of the affected holder of an Option, may at any time withdraw 
or from time to time amend the Plan and the terms and conditions of any 
outstanding Option.  Notwithstanding the foregoing, any amendment by 
the Board of Directors or the Committee which would increase the number 
of Options which may be granted to any individual during a calendar 
year, or change the class of persons to whom Options may be granted, 
shall be subject to the approval of the stockholders of the Company.  
No Option shall be granted under the Plan after September 19, 2007.

11.	Change in Capital Structure.  

(a)  In the event of a stock dividend, stock split or combination 
of shares, recapitalization or merger in which the Company is the 
surviving corporation or other change in the Company's capital stock 
(including, but not limited to, the creation or issuance to 
shareholders generally of rights, options or warrants for the purchase 
of common stock or preferred stock of the Company), the number and kind 
of shares of stock or securities of the Company to be subject to the 
Plan and to Options then outstanding or to be granted thereunder, the 
maximum number of shares or securities which may be delivered under the 
Plan, the exercise price and other relevant provisions shall be 
appropriately adjusted by the Committee, whose determination shall be 
binding on all persons.  If the adjustment would produce fractional 
shares with respect to any unexercised Option, the Committee may adjust 
appropriately the number of shares covered by the Option so as to 
eliminate the fractional shares.

(b)  If the Company is a party to an initial public 
offering, a consolidation or a merger in which the Company is not the 
surviving corporation, a transaction that results in the acquisition of 
substantially all of the Company's outstanding stock by a single person 
or entity, or a sale or transfer of substantially all of the Company's 
assets, the Committee may take such actions with respect to outstanding 
Incentive Awards as the Committee deems appropriate.

(c)  Notwithstanding anything in the Plan to the contrary, 
the Committee may take the foregoing actions without the consent of any 
Participant, and the Committee's determination shall be conclusive and 
binding on all persons for all purposes.

12.  Administration of the Plan.  The Plan shall be administered 
by the Committee, which shall consist of not less than two members of 
the Board, who shall be appointed by the Board.  Each member of the 
Committee must be a non-employee director within the meaning of Rule 
16b-3 and an outside director within the meaning of Code section 
162(m).  Subject to paragraph (d) below, the Committee shall be the 
Compensation Committee unless the Board shall appoint another Committee 
to administer the Plan.  The Committee shall have general authority to 
impose any limitation or condition upon an Incentive Award the 
Committee deems appropriate to achieve the objectives of the Incentive 
Award and the Plan and, without limitation and in addition to powers 
set forth elsewhere in the Plan, shall have the following specific 
authority:

(a)  The Committee shall have the power and complete 
discretion to determine (i) which eligible employees shall 
receive Incentive Awards and the nature of each Incentive Award, 
(ii) the number of shares of Company Stock to be covered by each 
Incentive Award, (iii) whether Options shall be Incentive Stock 
Options or Nonstatutory Stock Options, (iv) the Fair Market Value 
of Company Stock, (v) the time or times when an Incentive Award 
shall be granted, (vi) whether an Incentive Award shall become 
vested over a period of time and when it shall be fully vested, 
(vii) when Options may be exercised, (viii) whether a Disability 
exists, (ix) the manner in which payment will be made upon the 
exercise of Options, (x) conditions relating to the length of 
time before disposition of Company Stock received upon the 
exercise of Options is permitted, (xi) whether to approve a 
Participant's election (A) to deliver shares of already owned 
Company Stock to satisfy Applicable Withholding Taxes or (B) to 
have the Company withhold from the shares to be issued upon the 
exercise of a Nonstatutory Stock Option the number of shares 
necessary to satisfy Applicable Withholding Taxes, (xii) notice 
provisions relating to the sale of Company Stock acquired under 
the Plan, (xiii) the consideration to be received by the Company 
on exercise of an Option, and (xiv) any additional requirements 
relating to Incentive Awards that the Committee deems 
appropriate.  Notwithstanding the foregoing, no "tandem stock 
options" (where two stock options are issued together and the 
exercise of one option affects the right to exercise the other 
option) may be issued in connection with Incentive Stock Options.  
The Committee shall have the power to amend the terms of 
previously granted Incentive Awards so long as the terms as 
amended are consistent with the terms of the Plan and provided 
that the consent of the Participant is obtained with respect to 
any amendment that would be detrimental to him or her, except 
that such consent will not be required if such amendment is for 
the purpose of complying with Rule 16b-3 or any requirement of 
the Code applicable to the Incentive Award.

(b)  The Committee may adopt rules and regulations for 
carrying out the Plan.  The interpretation and construction of 
any provision of the Plan by the Committee shall be final and 
conclusive.  The Committee may consult with counsel, who may be 
counsel to the Company, and shall not incur any liability for any 
action taken in good faith in reliance upon the advice of 
counsel.

(c)  A majority of the members of the Committee shall 
constitute a quorum, and all actions of the Committee shall be 
taken by a majority of the members present.  Any action may be 
taken by a written instrument signed by all of the members, and 
any action so taken shall be fully effective as if it had been 
taken at a meeting.

(d)	The Board from time to time may appoint members 
previously appointed and may fill vacancies, however caused, in 
the Committee.  	 

13.	Grants to Non-Employee Directors.  All provisions of the 
Plan shall apply to the grant of Incentive Awards to Non-Employee 
Directors, except as provided in this section.  All Incentive Awards to 
Non-Employee Directors will be Nonstatutory Stock Options.  With 
respect to Incentive Awards to Non-Employee Directors, the Board will 
have all of the authority of the Committee under the Plan.  The Board 
may delegate its authority to the Compensation Committee or another 
committee of the Board that is composed solely of Non-Employee 
Directors.  The provisions for payment of Applicable Withholding Taxes 
will not apply to Incentive Awards to Non-Employee Directors.  

14.	Notice.  All notices and other communications required or 
permitted to be given under this Plan shall be in writing and shall be 
deemed to have been duly given if delivered personally or mailed first 
class, postage prepaid, as follows (a) if to the Company - at its 
principal business address to the attention of the Treasurer; (b) if to 
any Participant - at the last address of the Participant known to the 
sender at the time the notice or other communication is sent.

15.	Interpretation.  The terms of this Plan are subject to all 
present and future regulations and rulings of the Secretary of the 
Treasury or his or her delegate relating to the qualification of 
Incentive Stock Options under the Code.  If any provision of the Plan 
conflicts with any such regulation or ruling, then that provision of 
the Plan shall be void and of no effect.  The laws of the State of 
Maryland shall govern the terms of this Plan.
Exhibit 5

September 15, 1998

IGENE Biotechnology, Inc.
9110 Red Branch Road
Columbia, Maryland 21045-2024

Gentlemen:

We have acted as counsel to IGENE Biotechnology, Inc., a Maryland 
corporation (the "Company") in connection with the preparation and 
filing with the Securities and Exchange Commission (the "Commission") 
under the Securities Act of 1933, as amended (the "Act"), of a 
Registration Statement on Form S-8 (the "Registration Statement") 
relating to the proposed issuance of up to 20,000,000 shares (the 
"Shares"), of the Company pursuant to the Company's 1997 Stock Option 
Plan (the "Plan").

As such counsel, we have examined copies of the Articles of 
Incorporation and Bylaws of the Company, each as amended to the date 
hereof, the Registration Statement, the Plan and originals or copies of 
such other corporate minutes, records, agreements and other instruments 
of the Company, certificates of public officials and other documents 
and have made such examinations of law, as we have deemed necessary to 
form the basis for the opinion hereinafter expressed.  In our 
examination of such materials, we have assumed the genuineness of all 
signatures, the authenticity of all documents submitted to us as 
originals and the conformity to original documents of all copies 
submitted to us.  As to various questions of fact material to such 
opinion, we have relied, to the extent we deemed appropriate, upon 
representations, statement and certificates of officers and 
representatives of the company and others.

Attorneys involved in the preparation of this opinion are 
admitted to practice law in the State of Maryland and we do not purport 
to be experts on, or to express any opinion herein concerning, any law 
other than the laws of the State of Maryland or the federal laws of the 
United States of America.

Based upon and subject to the foregoing, we are of the opinion 
that the Shares, when issued by the Board of Directors under the 
circumstances contemplated in the Registration Statement and the Plan, 
will be legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to 
the Registration Statement.  In giving such consent, we do not admit 
hereby that we come within the category of persons whose consent is 
required under Section 7 of the Act or the Rules and Regulations of the 
Commission thereunder.

Very truly yours,

					/s/ McGuire, Woods, Battle & Boothe LLP
					MCGUIRE WOODS BATTLE & BOOTHE LLP
Exhibit 23(b)

Consent of Independent Auditors

We hereby consent to the incorporation by reference in this 
Registration Statement on Form S-8 pertaining to the 1997 Stock Option 
Plan of IGENE Biotechnology, Inc. of our report dated March 19, 1998 
(except as to note 17, which is as of March 31, 1998), with respect to 
the financial statements of IGENE Biotechnology, Inc. included in the 
annual report (Form 10-KSB) of IGENE Biotechnology, Inc. for the year 
ended December 31, 1997.

New York, NY
September 23, 1998

					/s/ Berenson & Company LLP		
					Berenson & Company LLP