_____________________________
                          _____________________________

                       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 7, 1997


                                 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)

                               6730 Mesa Ridge Rd.
                                     Suite A
                           San Diego, California 92121
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               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (619) 550-3900
                                                     --------------



Item 5.  Other Events.

News release dated March 7, 1997, (the "News Release") announcing that the
Company completed its previously announced sale of $10 million of Premium
Preferred Units-TM- including $3.345 million raised on December 19, 1996,
resulting in aggregate net proceeds of $8.7 million.  The Company also announced
that a successful animal study suggests IN VIVO proof of principle for its
Photodynamic Immunotherapy-TM- (PDIT-TM-) for the treatment of metastatic breast
cancer.  In addition, together with Binary Therapeutics, Inc. (BTI), Xytronyx
has agreed to extend the option period during which Xytronyx may elect to
consummate the merger with BTI, the holder of certain photodynamic therapy
technology. The News Release 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 March 7, 1997 announcing that the Company
                    completed its previously announced sale of $10 million of
                    Premium Preferred Units-TM- including $3.345 million raised
                    on December 19, 1996, resulting in aggregate net proceeds of
                    $8.7 million.  The Company also announced that a successful
                    animal study suggests IN VIVO proof of principle for its
                    Photodynamic Immunotherapy-TM- (PDIT-TM-) for the treatment
                    of metastatic breast cancer.  In addition, together with
                    Binary Therapeutics, Inc. (BTI), Xytronyx has agreed to
                    extend the option period during which Xytronyx may elect to
                    consummate the merger with BTI, the holder of certain
                    photodynamic therapy technology.




                                   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/ H. Laurence Shaw
                                            --------------------------
                                        H. Laurence Shaw
Date: March 10, 1997                    Chairman and Chief Executive Officer


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                                INDEX TO EXHIBITS



Exhibit                                                            Sequentially
Number                       Description of Exhibit                Numbered Page
- ------                       ----------------------                -------------

99.1             News release dated March 7, 1997 announcing
                 that that the Company completed its previously
                 announced sale of $10 million of Premium
                 Preferred Units-TM- including $3.345 million
                 raised on December 19, 1996, resulting in
                 aggregate net proceeds of $8.7 million.  The
                 Company also announced that a successful animal
                 study suggests IN VIVO proof of principle for
                 its Photodynamic Immunotherapy-TM- (PDIT-TM-)
                 for the treatment of metastatic breast cancer.
                 In addition, together with Binary Therapeutics,
                 Inc. (BTI), Xytronyx has agreed to extend the
                 option period during which Xytronyx may elect
                 to consummate the merger with BTI, the holder
                 of certain photodynamic therapy technology.


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