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5 1 igene-5_091702.htm 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

FORM 5
[ ] Check box if no longer subject to
    Section 16. Form 4 or Form 5
    obligations may contine. See
    Instruction 1(b).
[ ] Form 3 Holdings Reported
[X]Form 4 Transactions Reported

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

Kempner, Thomas L.

(Last) (First) (Middle)

2. Issuer Name andTicker or Trading Symbol

IGENE BIOTECHNOLOGY, INC.(IGNE)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__ Director     X  10% Owner

__ Officer (give    __Other (specify
    title below)        below)

c/o Loeb Partners Corporation
61 Boradway

(Street)

New York, NY 10006

(City) (State) (Zip)

3. IRS Identification
Number of Reporting
Person, if an entity
(Voluntary)

4. Statement for Month/Year

September 2002

5. If Amendment, Date of Original
(Month/Year)

7. Individual or Joint/Group Filing
(Check Applicable Line)
X Form filed by One Reporting Person
__ Form filed by More than One
Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owner

1. Title of
Security
(Instr. 3)

2. Trans-
     action
     Date
     (Month/
     Day/
     Year)

3.Trans-
    action
    Code

   (Instr. 8)

4. Securities Acquired (A) or
     Disposed of (D)
     (Instr. 3, 4 and 5)

Amount     (A) or
                     (D)           Price

5. Amount of
      Securities
      Beneficially
      Owned at end
      of Issuer's
      Fiscal Year
      (Instr. 3 and 4)

6. Owner-
      ship
      Form:
      Direct
      (D) or
      Indirect
      (I) (Instr. 4)

7. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr. 4)

Common Stock

386,972

Common Stock

8,621,247

Tte. of Tr.(1)

Common Stock

8,661,245

Tte. of Tr.(2)

Common Stock

182,526

Tte. of Tr.(3)

(1) Trustee of Trust for the benefit of Alan H. Kempner, Jr.
(2) Trustee of Trust for the benefit of Thomas Kempner.
(3) Nan S. Kempner

* It the form is filed by more than one reporting person, see instruction 4(b)(v).

Potential persons who are to respond to the collection of information contained in this form are not required
to respond unless the form displays a currently valid OMB Control Number.

FORM 5 (continued)

Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conver-
   ion of
   Exercise
   Price of
   Deriva-
   tive
   Security

3. Trans-
     action
     Date
     (Month/
     Day/
     Year)

4. Trans-
     action
     Code
     (Instr. 8)

5. Number of
      Deriva-
      tive
      Securities
      Acquired
      (A) or
      Disposed
      of (D)
      (Instr. 3, 4
      and5)

   (A)     (D)

6. Date
     Exercis-
     able
     and Expi-
     ration
     Date
     (Month/
     Day)
     Year)

Date-    Expira-
Exer-    tion
cisable    Date

7. Title and
     Amount of
     Under-
     lying
     Securities
     (Inst. 3
     and 4)

   Title     Amount
               or
              Number
              or
              Shares

8. Price
     of
     De-
     riva-
     tive
     Sec-
     urity
    (Instr.5)

9. Number
    of
    Deriv-
    ative
    Secur-
    ities
    Bene-
    ficially
    Owned
    at End
    of Year
   (Instr.4)

10.Owner-
    ship of
    Deriva-
    tive
    Secur-
    ity:     Direct
    (D) or
    Indir-
    ect (I)
   (Instr.4)

11. Nature
    of Indi-
    rect
    Benefi-
    cial
    Owner-
    ship
   (Intr.4)

Warrants

$.04

2/21/02

J4(4)

6,250,000

Pres. 2/21/12

Common 6,250,000

$.04

108,452,375

Tte.of Tr. (1)

Warrants

$.04

2/21/02

J4(4)

6,250,000

Pres. 2/21/12

Common 6,250,000

$.04

108,452,375

Tte. of Tr. (2)

Warrants

$.03

7/16/02

J4(5)

2,500,000

Pres. 7/16/12

Common 2,500,000

$.03

108,452,375

Tte. of Tr. (1)

Warrants

$.03

7/16/02

J4(5)

2,500,000

Pres. 7/16/12

Common 2,500,000

$.03

108,452,375

Tte. of Tr. (2)

Convertible Debentures

$.03

7/16/02

J4(6)

2,500,000

Pres. 7/16/12

Common 2,500,000

$.03

108,452,375

Tte. of Tr. (1)

Convertible Debentures

$.03

7/16/02

J4(6)

2,500,000

Pres. 7/16/12

Common 2,500,000

$.03

108,452,375

Tte. of Tr. (2)

Explanation of Responses:

(4) Warrants issued in connection with a demand note payable.
(5) Warrants issued in consideration for a funding of $150,000.
(6) Convertible Debentures issued in consideration ofor the funding of $150,000 in(5) above.

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78FF(a).

Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.

/s/ Thomas L. Kempner September 16, 2002
**Signature of Reporting Person Date

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.