FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

Nitze Peter A 		2. Issuer Name and Ticker or Trading Symbol

MARTEK BIOSCIENCES CORP [ MATK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Operating Officer&ExecVP
(Last)          (First)          (Middle)

6480 DOBBIN ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/19/2010
(Street)

COLUMBIA, MD 21045
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   3/19/2010     M    7305   A   (1) 13426   D    
Common Stock   3/19/2010     F (2)    2372   D $23.88   11054   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (3) 3/19/2009     M         2788      (4)   (4) Common Stock   2788   $0.00   5576   D    
Restricted Stock Units     (3) 3/19/2009     M         2008      (5)   (5) Common Stock   2008   $0.00   6024   D    
Restricted Stock Units     (3) 3/19/2010     M         2509      (6)   (6) Common Stock   2509   $0.00   10037   D    

Explanation of Responses:
( 1)  Shares of common stock acquired on the vesting of restricted stock units.
( 2)  Shares of common stock withheld by the issuer for the payment of withholding taxes in connection with the delivery of common stock on the vesting of restricted stock units.
( 3)  Each restricted stock unit represents a contingent right to receive one share of Martek common stock.
( 4)  The restricted stock units vest in five equal installments, with the first vesting date on March 19, 2008 and annually thereafter. Once vested, restricted stock units may be: (i) settled in an equal number of shares of Martek common stock, or (ii) deferred under Martek's Amended and Restated 2004 Stock Incentive Plan.
( 5)  The restricted stock units vest in five equal installments, with the first vesting date on March 19, 2009 and annually thereafter. Once vested, restricted stock units may be: (i) settled in an equal number of shares of Martek common stock, or (ii) deferred under Martek's Amended and Restated 2004 Stock Incentive Plan.
( 6)  The restricted stock units vest in five equal installments, with the first vesting date on March 19, 2010 and annually thereafter. Once vested, restricted stock units may be: (i) settled in an equal number of shares of Martek common stock, or (ii) deferred under Martek's Amended and Restated 2004 Stock Incentive Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nitze Peter A
6480 DOBBIN ROAD
COLUMBIA, MD 21045

Chief Operating Officer&ExecVP

Signatures
/s/ David M. Feitel By: David M. Feitel Attorney-in-fact Peter A. Nitze 3/23/2010
** 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 control number.
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