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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 15, 2008

Martek Biosciences Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-22354	52-1399362
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
6480 Dobbin Road, Columbia, Maryland		21045
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 410-740-0081

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 15, 2008, Martek’s Board of Directors elected Michael G. Devine to serve on the Board of Directors. Mr. Devine's term of office will expire at the 2009 Annual Meeting of Stockholders. As a non-employee director of the Company, Mr. Devine will receive an annual retainer of $40,000 plus $2,000 and expenses per Board meeting as well as an annual grant of restricted stock units with a total value of $60,000 on the date of grant. Mr. Devine will also serve as a member of the Company's Audit Committee for which he will receive an additional annual retainer of $4,000 plus $1,000 and expenses per committee meeting. In addition to the annual grant which occurs on the day of the Company’s Annual Meeting of Stockholders, on May 15, 2008, Mr. Devine was granted restricted stock units with a total value of $60,000 on the date of grant (1,755 total restricted stock units) that will vest twelve months from the date of grant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Martek Biosciences Corporation
May 19, 2008	By:	/s/ Peter L. Buzy
		Name: Peter L. Buzy
		Title: Chief Financial Officer, Treasurer and Executive Vice President for Finance and Administration