FOR IMMEDIATE RELEASE

CONTACT:  Larry Bymaster, Chief Executive Officer
          (619) 550-3900
________________________________________________________________________

                            XYTRONYX, INC. ANNOUNCES
                                PRIVATE PLACEMENT

SAN DIEGO, CA, October 28, 1996 -- Xytronyx, Inc. (AMEX:  XYX) today announced
that it intends, with the assistance of a placement agent, and subject to market
and other conditions, to raise up to $6 million in a private placement of equity
securities to accredited individuals and institutional investors pursuant to
Regulation D under the Securities Act of 1933, as amended.  The Company also
announced that pending the initial closing, it has entered into a line of credit
agreement with two shareholders which have an affiliation with the placement
agent under which Xytronyx may borrow up to $500,000.

"The Company intends to use the proceeds from the offering to complete the
preclinical development of its cancer therapies, for the repayment of debt and
for general corporate purposes and working capital.  Until we have a closing in
the private placement, we expect that the credit line will meet our immediate
cash requirements" said Larry Bymaster, Chairman and CEO.

The securities to be offered will not have been registered under the Securities
Act of 1933, as amended, or applicable state securities laws, at the time of the
private placement and may not be offered or sold absent registration under the
Securities act and applicable state securities laws or available exemptions from
registration.

 The statements made in this press release contain certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act 1934 that involve a number of risks and
uncertainties, including the risk that the Company will be unable to complete
the proposed private placement.  Actual events or results may differ from
Xytronyx's expectations.  In addition to the matters described in this press
release, risk factors listed from time to time in Xytronyx's SEC reports,
including, but not limited to, its report on Form 10-Q for the quarter ended
June 30, 1996 as well as its Annual Report on Form 10-K, may effect the results
achieved by Xytronyx.

Xytronyx, Inc. is engaged in the development and commercialization of medical
products with a primary focus on cancer treatment.