SC 13D/A

                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                          SCHEDULE 13D

             Under the Securities Exchange Act of 1934
                        (Amendment No. 2)*

                           GenVec, Inc.
                         (Name of Issuer)

                  Common Stock, $0.001 par value
                   (Title of Class of Securities)

                            37246C109
                         (CUSIP Number)

                        Jeffrey I. Martin
                    Rho Capital Partners, Inc.
                 152 West 57th Street, 23rd Floor
                     New York, New York 10019
                           212-751-6677
         (Name, Address, and Telephone Number of Person
          Authorized to Receive Notices and Communications)

                          April 12, 2004
      (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the
following box  [ ].

    Note:  Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits.  See Rule 13d-7 for other
parties to whom copies are to be sent.

- -----------------------
1/   The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).






         This Amendment No. 2 to Schedule 13D for GenVec, Inc., a Delaware
corporation, amends a statement on Schedule 13D, originally dated August 21,
2003, as amended December 4, 2003, with respect to the beneficial ownership by
Rho Capital Partners, Inc., a New York corporation ("Rho"), and its
controlling shareholders Joshua Ruch, Habib Kairouz and Mark Leschly, of
shares of Common Stock, par value $0.001 per share, of GenVec.  This Amendment
is filed to amend items 6 and 7 in the Schedule 13D as previously filed.



Item 6.  Contracts, Arrangements, Understandings or Relationships with
         Respect to Securities of the Issuer

On April 12, 2004, GenVec entered into a letter agreement with each of Rho
Management Trust II, a Rho affiliate and registered holder of shares of GenVec
Common Stock, and Joshua Ruch, a stockholder and director of GenVec, pursuant
to which such persons agreed, that from April 12, 2004 until the date 30 days
after completion of an offering by GenVec of shares of its Common Stock under
a registration statement on Form S-3, such persons will not directly or
indirectly (i) offer, sell, contract to sell or otherwise dispose of any
shares of GenVec Common Stock, or (ii) enter into any swap or other agreement
or transaction that transfers the economic consequences of ownership of GenVec
Common Stock.  The foregoing summary of the terms of the letter agreements is
qualified in its entirety by reference to the full text of such agreements,
which are included as Exhibits A and B to this amendment to Schedule 13D, and
are incorporated herein by reference.


Item 7.  Material to be Filed as Exhibits

The following documents are filed as exhibits:

A.  Letter Agreement between Rho Management Trust II and GenVec, dated April
12, 2004

B.  Letter Agreement between Joshua Ruch and GenVec, dated April 12, 2004








                            SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Dated: April 15, 2004.



RHO CAPITAL PARTNERS, INC.


By:  /s/ Joshua Ruch
   ------------------------------
   Title: Chief Executive Officer



JOSHUA RUCH

/s/ Joshua Ruch
- ----------------------------


HABIB KAIROUZ

/s/ Habib Kairouz
- ----------------------------


MARK LESCHLY

/s/ Mark Leschly
- ----------------------------

EX-99

  April 12, 2004


  GenVec, Inc.
  65 West Watkins Mill Road
  Gaithersburg, Maryland 20878

  Ladies and Gentlemen:

       The undersigned is a director of GenVec, Inc. ("GenVec") and is
  the beneficial holder of common stock, par value $0.001 per share
  ("GenVec Common Stock") of GenVec.
       The undersigned understands that GenVec proposes, through
  Stonegate Securities, Inc., as placement agent, to sell shares of GenVec
  Common Stock to certain purchasers pursuant to an effective Registration
  Statement on Form S-3 filed by GenVec with the Securities and Exchange
  Commission pursuant to the requirements of the Securities Act of 1933,
  as amended (the "Offering").  The undersigned recognizes that (i) GenVec
  will incur substantial expense associated with the Offering, (ii) the
  Offering will be of benefit to the undersigned as a stockholder in
  GenVec and (iii) the Offering will benefit GenVec by, among other
  things, raising additional capital for its operations.
       In consideration of the foregoing, and other good and valuable
  consideration, the receipt and sufficiency of which are hereby
  acknowledged, the undersigned agrees and undertakes as follows:
       1.   Without the prior written consent of GenVec, during the
  period beginning on the date first above written and continuing to and
  including the date that is 30 days after the completion of the Offering
  (the "Lock-Up Period"), the undersigned will not, directly or indirectly
  offer, sell, contract to sell or otherwise dispose of, any shares of
  GenVec Common Stock or securities convertible into or exercisable or
  exchangeable for shares of GenVec Common Stock or enter into any swap or
  other agreement or any transaction that transfers, in whole or in part,
  the economic consequences of ownership of shares of GenVec Common Stock
  whether any such swap or other agreement is to be settled by delivery of
  shares of GenVec Common Stock, other securities, cash or otherwise.
       2.   The undersigned acknowledges and agrees that any remedy at
  law for breach of the foregoing provisions shall be inadequate and that,
  in addition to any other relief which may be available, GenVec shall be
  entitled to temporary and permanent injunctive relief without the
  necessity of proving actual damages.
       3.   The undersigned understands that GenVec is relying on this
  Agreement in proceeding toward consummation of the Offering.  The
  undersigned further understands that this Agreement is irrevocable and
  shall be binding upon the undersigned's heirs, legal representatives,
  successors and assigns.
       4.   This Agreement shall terminate upon the first to occur of
  expiration of the Lock-Up Period, abandonment of the Offering, or the
  waiver or release by GenVec of the undersigned's obligations under this
  Agreement.

       IN WITNESS WHEREOF and intending to be legally binding hereby, the
  undersigned has executed this Agreement as of the date first above
  written.
                                Very truly yours,
                                RHO MANAGEMENT TRUST II
                                By: Rho Capital Partners, Inc.
                                          As Investment Adviser


                                /s/ Joshua Ruch

                                Name: Joshua Ruch


  Accepted this ___th day
  of April, 2004

  GENVEC, INC.


  By:
  Name:  Paul H. Fischer, Ph.D.
  Title:   Chief Executive Officer and
       President

EX-99

       April 12, 2004


       GenVec, Inc.
       65 West Watkins Mill Road
       Gaithersburg, Maryland 20878

       Ladies and Gentlemen:

            The undersigned is a director of GenVec, Inc. ("GenVec") and
       is the beneficial holder of common stock, par value $0.001 per
       share ("GenVec Common Stock") of GenVec.
            The undersigned understands that GenVec proposes, through
       Stonegate Securities, Inc., as placement agent, to sell shares of
       GenVec Common Stock to certain purchasers pursuant to an effective
       Registration Statement on Form S-3 filed by GenVec with the
       Securities and Exchange Commission pursuant to the requirements of
       the Securities Act of 1933, as amended (the "Offering").  The
       undersigned recognizes that (i) GenVec will incur substantial
       expense associated with the Offering, (ii) the Offering will be of
       benefit to the undersigned as a stockholder in GenVec and (iii)
       the Offering will benefit GenVec by, among other things, raising
       additional capital for its operations.
            In consideration of the foregoing, and other good and
       valuable consideration, the receipt and sufficiency of which are
       hereby acknowledged, the undersigned agrees and undertakes as
       follows:
            1.   Without the prior written consent of GenVec, during
       the period beginning on the date first above written and
       continuing to and including the date that is 30 days after the
       completion of the Offering (the "Lock-Up Period"), the undersigned
       will not, directly or indirectly offer, sell, contract to sell or
       otherwise dispose of, any shares of GenVec Common Stock or
       securities convertible into or exercisable or exchangeable for
       shares of GenVec Common Stock or enter into any swap or other
       agreement or any transaction that transfers, in whole or in part,
       the economic consequences of ownership of shares of GenVec Common
       Stock whether any such swap or other agreement is to be settled by
       delivery of shares of GenVec Common Stock, other securities, cash
       or otherwise.
            2.   The undersigned acknowledges and agrees that any
       remedy at law for breach of the foregoing provisions shall be
       inadequate and that, in addition to any other relief which may be
       available, GenVec shall be entitled to temporary and permanent
       injunctive relief without the necessity of proving actual damages.
            3.   The undersigned understands that GenVec is relying on
       this Agreement in proceeding toward consummation of the Offering.
       The undersigned further understands that this Agreement is
       irrevocable and shall be binding upon the undersigned's heirs,
       legal representatives, successors and assigns.
            4.   This Agreement shall terminate upon the first to occur
       of expiration of the Lock-Up Period, abandonment of the Offering,
       or the waiver or release by GenVec of the undersigned's
       obligations under this Agreement.

            IN WITNESS WHEREOF and intending to be legally binding
       hereby, the undersigned has executed this Agreement as of the date
       first above written.
                                     Very truly yours,




                                     Name: Joshua Ruch


       Accepted this ___th day
       of April, 2004

       GENVEC, INC.


       By:
       Name:  Paul H. Fischer, Ph.D.
       Title:   Chief Executive Officer and
            President