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): December 10, 2008

                                 CytoGenix, Inc.
             (Exact name of registrant as specified in its charter)



                                     0-26807
                            (Commission File Number)

                Nevada                                        76-0484097
     ----------------------------                         ------------------
     (State or other jurisdiction                          (IRS Employer
         of incorporation)                                Identification No.)

3100 Wilcrest Drive, Suite 140, Houston, Texas                77042
(Address of principal executive offices)                    (Zip Code)

                                 (713) 789-0070  Registrant's  telephone number,
               including area code


|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))













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Item 8  Other Matters

         CytoGenix,  Inc. (the  "Company")  received a letter dated  December 5,
2008  from  the  United  States   Securities   and  Exchange   Commission   (the
"SEC")notifying  the Company that the SEC had completed its  investigation as to
the Company and they do not intend to recommend  any  enforcement  action by the
SEC against the Company.

         The SEC's investigation related to a SOX Whistleblower  Complaint filed
by a former  employee with The  Department of Labor in January of 2007.  The SEC
requested  information  from the  Company  addressing  the  allegations  and the
Company responded in compliance with that request.



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.

December 10, 2008                 CytoGenix, Inc.

                                  By:  /s/  Randy Moseley
                                  ----------------------------------------------
                                  Randy Moseley, Principal Financial Officer





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