-----------------------------
                        -----------------------------

                      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):
                              December 19, 1996
                                  
                                  
                              XYTRONYX, INC.
                       --------------------------
            (Exact name of registrant as specified in its charter)
                                  
                                   DELAWARE
               (State or other jurisdiction of incorporation)
                 0-14838                         36-3258753
          ----------------------       ----------------------------
         (Commission File Number) (IRS Employer Identification Number)

                           6555 Nancy Ridge Drive
                                 Suite 200
                          SAN DIEGO, CALIFORNIA 92121
                 -----------------------------------------
            (Address of principal executive offices) (Zip Code)
                                  
     Registrant's telephone number, including area code:  (619) 550-3900
                                                          --------------


Item 5.  Other Events.

    The News Release dated December 19, 1996 announcing that the Company had 
an initial closing 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, that the Company had hired Dr. H. 
Laurence Shaw to serve as the Company's new Chief Executive and President, 
that Jerry A. Weisbach has agreed to join the Company's Board of Officer 
Directors and Scientific Advisory Board, and that David W. Golde, M.D. has 
agreed to joint the Company as Chairman of the Scientific Advisory Board 
filed as Exhibit 99.1 hereto, is hereby incorporated into this Report by 
reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

               (c)  EXHIBITS.  The following exhibit accompanies this Report:

               EXHIBIT
               NUMBER                        EXHIBIT DESCRIPTION
              ---------                      -------------------
                99.1       News Release dated December 19, 1996 announcing that
                           the Company had an initial closing 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, that the Company had hired Dr. H. Laurence
                           Shaw to serve as the Company's new Chief Executive 
                           Officer and President, that Jerry A. Weisbach has 
                           agreed to join the Company's Board of Directors and 
                           Scientific Advisory Board, and that David W. Golde, 
                           M.D. has agreed to joint the Company as Chairman of 
                           the Scientific Advisory Board.  






                                  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.

                                              XYTRONYX, INC.



                                              By: /S/ LARRY O. BYMASTER
                                                  ---------------------
                                                      Larry O. Bymaster
                                                      Chief Executive Officer


Date:  December 27, 1996

                                       2


                                INDEX TO EXHIBITS



 EXHIBIT                                                         SEQUENTIALLY
 NUMBER                     DESCRIPTION OF EXHIBIT               NUMBERED PAGE
- --------                    ----------------------               -------------

 99.1       News Release dated December 19, 1996 announcing that
            the Company had an initial closing 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, that the Company had hired Dr. H. Laurence 
            Shaw to serve as the Company's new Chief Executive 
            Officer and President, that Jerry A. Weisbach has 
            agreed to join the Company's Board of Directors and
            Scientific Advisory Board, and that David W. Golde, 
            M.D. has agreed to joint the Company as Chairman of 
            the Scientific Advisory Board.

                                       3