SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KEMPNER THOMAS L

(Last)

(First)

(Middle)

C/O LOEB PARTNERS CORPORATION

61 BROADWAY

(Street)

NEW YORK

10006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IGENE BIOTECHNOLOGY INC [ IGNE ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. 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 Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2002		W		162,240	A	$0	162,240	I	By Estate⁽¹⁾
Common Stock	09/12/2005		J		8,621,247	D	$0	0	I	Tte. of Tr.⁽²⁾
Common Stock	06/15/2006		P		500,000	A	$0.04	9,161,245	I	Tte. of Tr.⁽³⁾
Common Stock	06/15/2006		P		100,000	A	$0.04	110,000	I	By Spouse⁽⁴⁾
Common Stock								386,972	D
Common Stock								182,526	I	Tte. of Tr.⁽⁵⁾

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. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$0.075	02/28/2002		W		87,609		⁽⁷⁾	03/31/2008	Common	87,609	$0.075	42,652,391	I	By estate⁽⁶⁾
Warrants	$0.075	09/12/2005		J			41,561,125	⁽⁷⁾	⁽⁸⁾	Common	41,561,125	$0	42,652,391	I	Tte. of Tr.⁽²⁾
Convertible Debentures	$0.08	09/12/2005		J			18,761,669	⁽⁷⁾	03/31/2006	Common	18,761,669	$0	19,271,742	I	Tte. of Tr.⁽²⁾

Explanation of Responses:

1. Estate of Margaret Kempner. Reporting person became an executor on 2/28/02. One half of this amount (81,120 shares) is held as a beneficiary and one half (81,120 shares) is held as trustee of the Trust for the benefit of Rosemary Kempner. The reporting person disclaims beneficial ownership of 81,120 of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of those securities for the purposes of Section 16 or for any other purpose.

2. Tte. of Trust for the benefit of Alan H. Kempner, Jr. Trust corpus distributed to beneficiaries on 9/12/05.

3. Tte. of Trust for the benefit of Thomas L. Kempner.

4. Ann Bernhard Kempner. Spouse previously owned 10,000 shares of stock.

5. Tte. of Trust for the Estate of Nan S. Kempner.

6. Estate of Margaret Kempner. One half of this amount (43,805 shares) is held as a beneficiary and one half (43,804 shares) is held as trustee of the Trust for the benefit of Rosemary Kempner. The reporting person disclaims beneficial ownership of 43,804 of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of those securities for the purposes of Section 16 or for any other purpose.

7. Presently exercisable.

8. Various expiration dates, beginning 3/1/11.

Remarks:

	/s/ Thomas L. Kempner Attorney-in-fact	06/19/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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 is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.