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


                                  FORM 10-Q/A

                               Amendment No. 1 to


(Mark One)

   X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  ---     EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  ---     EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM ________ TO ________.

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                        COMMISSION FILE NUMBER: 000-21291

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                           INTROGEN THERAPEUTICS, INC.
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                   74-2704230
    (State or other jurisdiction                      (I.R.S. Employer
  of incorporation or organization)                 Identification Number)

                         301 CONGRESS AVENUE, SUITE 1850
                               AUSTIN, TEXAS 78701
          (Address of principal executive offices, including zip code)

                                 (512) 708-9310
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No
                                      ---   ---

As of March 31, 2002, the Registrant had 21,454,865 shares of its common stock,
$0.001 par value, issued and outstanding.

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EXPLANATORY NOTE

     This Form 10-Q/A is being filed as Amendment No. 1 to the Form 10-Q of
Introgen Therapeutics, Inc. ("Introgen") filed with the Securities and Exchange
Commission on May 15, 2002 ("Form 10-Q") for the purpose of unredacting certain
information in Exhibits 10.42 and 10.43 for which Introgen had previously sought
confidential treatment. Except as set forth in this explanatory note, there are
no changes to the Form 10-Q.



                                   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 thereunto duly authorized.

                               INTROGEN THERAPEUTICS, INC.


Date:  August 7, 2003          By: /s/ James W. Albrecht, Jr.

                                   --------------------------------------------
                                   James W. Albrecht, Jr.
                                   On behalf of the Registrant and as Chief
                                   Financial Officer
                                   (Principal Financial and Accounting Officer)



                                       22

                                 EXHIBIT INDEX





EXHIBIT
NUMBER                                           DESCRIPTION
-------                                          -----------
          

   10.42+    Series A Preferred Stock Purchase Agreement, effective as of March 7, 2002, by and
             among Introgen, VirRx, Inc. and certain stockholders of VirRx, Inc.

   10.43+    Collaboration and License Agreement, effective as of March 7, 2002, by and between
             Introgen and VirRx, Inc.


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+ Confidential treatment has been requested for portions of this exhibit.