UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K/A

AMENDMENT NO. 2



ýANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2005



oTRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



For the transition period from                 to



Commission File Number: 000-26807



CYTOGENIX, INC.

(Exact name of registrant as specified in its charter)



|Nevada                                                             |  | 76-0484097                          
|------------------------------------------------------------------ |  | ------------------------------------
|(State or other jurisdiction of incorporation
or organization)     |  | (I.R.S. Employer Identification No.)
|                                                                   |  |                                     
|3100 Wilcrest, Suite 140, Houston, Texas                           |  | 77042                               
|(Address of principal executive offices)                           |  | (Zip Code)                          
|                                                                   |  |                                     
|Issuers telephone number, including area code: 713-789-0070      
|                                                                  
|Securities registered under Section 12(b) of the Exchange Act:None
|                                                                  
|Securities registered under Section 12(g) of the Exchange Act:    
|Common Stock with $.001 par value                                 
|(Title of Class)                                                  



Indicate by check mark if the Registrant is a well known seasoned issuer as defined in Rule 405 of the Securties

Act.       Yes   □         No   x



Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes   □         No   x



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ý         No   o



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ý



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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or  a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.



Large accelerated filer   □

Accelerated Filer    □

Non-accelerated filerx



Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   □         No   x



The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 30, 2005(the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $74,206,933.



The number of outstanding shares of the Registrants Common Stock as of the close of business on March 16, 2006 was 125,377,370.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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EXPLANATORY NOTE

This Amendment No. 2 to the Annual Report on Form 10-K of CytoGenix, Inc. (the Company) for the fiscal year ended December 31, 2005 is the result of mistakes made by the Company in calculating the aggregate market value of voting stock held by its non-affiliates set forth on the cover page of its previously filed Annual Report on From 10-K.  In making the original calculation, the Company did not exclude the number of shares of voting stock held by affiliates and did not use the closing sales price on June 30, 2005.  The amount set forth on the cover page of this Amendment No. 2 on Form 10-K/A was calculated after taking into account those prior mistakes.



In addition, this amendment includes the following exhibits:



31.1     Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, the Act.



31.2     Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Act.



This Form 10-K/A does not reflect events occurring after the filing of our Annual Report on Form 10-K or include, or otherwise modify or update, the disclosure contained therein in any way except as expressly indicated above.



PART IV



Item 15.  Exhibits and Financial Statement Schedules



(a)  (1) and (2) Financial Statements and Financial Statement Schedules

None.



(a) (3) Exhibits



|31.1 |  |  |  | Certifications of Principal  Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, the Act.
|---- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------
|     |  |   |  |                                                                                                                             
|31.2 |  |  |  | Certifications of Principal  Financial Officer pursuant to Rule 13a-14(a) of the Act.                                       



SIGNATURES



In accordance with Section 13 or 15(d) Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                    |  |  |  |  |  |     | CYTOGENIX, INC.                      
|------------------- |  |  |  |  |  | --- | -------------------------------------
|                    |  |  |  |  |  |     |                                      
|                    |  |  |  |  |  | By: | /s/ Malcolm Skolnick                 
|                    |  |  |  |  |  |     | Malcolm Skolnick, Ph.D.              
|                    |  |  |  |  |  |     | President and Chief Executive Officer
|Date: July 31, 2006 |  |  |  |  |  |     |                                      



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Exhibit 31.1



CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Malcolm Skolnick, President and Chief Executive Officer certify that:



1.

I have reviewed this annual report on Form 10-K of CytoGenix, Inc.;



2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;



4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: July 31, 2006

/s/ Malcolm Skolnick

Malcolm Skolnick
President & CEO

(Principal Executive Officer)



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Exhibit 31.2



CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Lawrence Wunderlich, Chief Financial Officer certify that:



1.

I have reviewed this annual report on Form 10-K of CytoGenix, Inc.;



2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;



4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: July 31, 2006

/s/ Lawrence Wunderlich

Lawrence Wunderlich
Chief Financial Officer

(Principal Financial and Accounting Officer)