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): March 23, 2001


                                 CYTOGENIX, INC.
            (Exact name of registrant as specified in its charter)

                                     NEVADA
                  (State or other jurisdiction of incorporation)

        0-26807                                           76-0484097
(Commission File Number)                      (IRS Employer Identification No.)

9881 South Wilcrest, Houston, Texas                         77099
(Address of principal executive offices)                  (Zip Code)

                                (281) 988-6118
               Registrant's telephone number, including area code


         (Former name or former address, if changed since last report)



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

    On March 23, 2001, CytoGenix, Inc. (the "Company") engaged Mann Frankfort
Stein & Lipp of Houston, Texas ("Mann Frankfort") as its principal
independent accountants to audit the Company's financial statements.  On the
same date, the Company advised Harrie Marie Pollok Operhall, A Professional
Corporation, of Houston, Texas ("HMPO") that it would no longer serve as the
Company's independent accountant.  The Company's Board of Directors approved
the engagement of Mann Frankfort and the termination of HMPO on March 23,
2001.

    Except for an explanatory paragraph with respect to substantial doubt
about the Company's ability to continue as a going concern in the Company's
financial statements as of and for the years ended December 31, 1999 and 1998
and from inception on February 10, 1995 through December 31, 1999, and in the
unaudited financial statements for the quarters ended March 31, June 30 and
September 30, 2000, HMPO's reports on those financial statements of the
Company have not contained an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles.  There have been no disagreements between the Company and HMPO on
any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved to HMPO's
satisfaction, would have caused HMPO to make reference to the subject matter
of such disagreements in connection with its report.

    In connection with the filing of this Form 8-K, HMPO was provided with a
copy of this disclosure and was requested by the Company to furnish to the
Company a letter addressed to the Commission stating whether HMPO agrees with
the above statements.  A copy of HMPO's letter to the Commission will be
filed with the Commission within two business days after its receipt by the
Company.

                                   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.

    Date: March 27, 2001           CytoGenix, Inc.

                                   By /s/ Lawrence Wunderlich
                                      -----------------------
                                   Lawrence Wunderlich, Chief Financial Officer