IGENE BIOTECHNOLOGY, INC.
9110 Red Branch Road
Columbia, MD 21045-2024
Phone: (+1) 410-997-2599
Fax: (+1) 410-730-0540
www.igene.com
September 24, 2008
VIA EDGAR, FACSIMILE AND FEDEX
Max A. Webb
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
IGENE Biotechnology, Inc.
Amendment No. 1 to Preliminary Proxy Statement
on Schedule 14A
Filed September 24, 2008
File No. 000-15888
Dear Mr. Webb:
This letter on behalf of IGENE Biotechnology, Inc. (the
"Company") is in response to your letter to Mr. Edward J.
Weisberger, Chief Financial Officer of the Company, dated
September 18, 2008. Simultaneously with the submission of
this letter, we are filing Amendment No. 1 to the Company's
Preliminary Proxy Statement on Schedule 14A for the 2008
Annual Meeting of Stockholders.
This letter, together with Amendment No. 1 to the
Preliminary Proxy Statement on Schedule 14A, responds to the
comments in your letter dated September 18, 2008. A marked
copy of the section of Amendment No. 1 to the Preliminary
Proxy Statement titled "Proposal No. 2: Amendment to
Articles of Incorporation Increasing Authorized Shares of
Common Stock," showing changes to the section from the
Preliminary Proxy Statement filed on September 12, 2008, is
included with the copy of this letter being delivered to
you.
This letter repeats the comments from your letter of
September 18, 2008, together with responses on behalf of the
Company.
Proposal No. 2: Amendment to Articles of Incorporation
Increasing Authorized Shares of Common Stock
1. Please revise your filing to include the information as
required by Item 12 of Schedule 14A of the Proxy Rules.
Alternatively, please advise as to why Item 12 does not
apply to your filing.
Although the Company does not believe that Item 12 of
Schedule 14A is applicable to the Company's proxy statement
because the Company's stockholders are not being asked to
approve, nor are they required to approve, the proposed
exchange offers relating to the Company's securities, we
have added the information required by Item 12 to the
section of Amendment No. 1 to the Preliminary Proxy
Statement titled "Proposal No. 2: Amendment to Articles of
Incorporation Increasing Authorized Shares of Common Stock."
2. It appears that your filing constitutes a pre-
commencement communication which requires the filing of a
Schedule TO pursuant to Rule 13e-4(c) of the Exchange Act.
Alternatively, please advise as to why your filing is not a
pre-commencement communication and the filing of a Schedule
TO is not required.
A Schedule TO-C has been filed simultaneously with
Amendment No. 1 to the Preliminary Proxy Statement and
covers the pre-commencement communications with respect to
the warrant and option exchange offers in the Company's
Preliminary Proxy Statement filed on September 18, 2008, and
Amendment No. 1 to the Company's Preliminary Proxy Statement
filed on September 24, 2008. We do not believe that a
Schedule TO-C is required for pre-commencement
communications with respect to the Company's exchange offers
for debt securities because Rule 13e-4 of the Exchange Act
applies only to tender offers of equity securities.
3. Please disclose the number of authorized shares that
will not be used to exchange your outstanding debt and if
there are any current plans to issue these authorized
shares. If you do not have any current plans to issue these
additional authorized shares, please so state in your
filing.
Assuming Proposal No. 2 to increase the authorized shares of
the Company's common stock from 750,000,000 to 3,000,000,000
is approved by the Company stockholders at the meeting, and
assuming that all notes, debentures, warrants and options
eligible to be exchanged in the proposed exchange offers are
tendered for shares of common stock, 1,403,748,140 shares of
the Company's authorized common stock will remain available
for issuance; the Company currently has no plans for these
shares. This information has been included in Amendment No.
1 to the Preliminary Proxy Statement in the section titled
"Proposal No. 2: Amendment to Articles of Incorporation
Increasing Authorized Shares of Common Stock."
As indicated in your letter dated September 18, 2008, the
Company understands that (i) it is responsible for the
accuracy and adequacy of the disclosure in its filings; (ii)
staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any
action with respect to the filing; and (iii) the Company may
not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
We thank the staff very much for its prompt attention
to the Company's filing and for its ongoing assistance in
processing this filing.
Any questions concerning this letter or the
accompanying Amendment No. 1 to the Company's Preliminary
Filing on Schedule 14A may be directed to the undersigned at
(410) 997-2599.
Very truly yours,
/S/ EDWARD J. WEISBERGER, CPA
_____________________________
EDWARD J. WEISBERGER, CPA
Chief Financial Officer
cc: Julie Bell (SEC)
Cecil E. Martin III (McGuireWoods LLP)
Nova D. Harb (McGuireWoods LLP)