UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB/A(Amendment No. 1)

(Mark One)

For the quarterly period endedMarch 31, 2005

[   ]
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: ________________
to ________________

Commission file number:000-51294METAMORPHIX, INC.(Exact name of registrant as specified in its charter)

|                                                              |  |                    
|------------------------------------------------------------- |  | -------------------
|Delaware                                                      |  | 52-1923417         
|(State or other jurisdiction of                               |  | (IRS Employer      
|incorporation or organization)                                |  | Identification No.)
|                                                              |  |                    
|                                                             
|8000
    Virginia Manor Road, Suite 140, Beltsville, Maryland |  | 20705              
|(Address of principal executive offices)                      |  | (Zip Code)         
|                                                             
|Registrant's telephone number, including area code:           |  | 301-617-9080       

Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o Nox

Check whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).  Yes o Nox

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

|Class                         |  | Outstanding as of October 31, 2006
|----------------------------- |  | ----------------------------------
|Common Stock, $.001 par value |  | 21,035,141 Shares                 

Transitional Small Business Disclosure Format (Check one):  Yes o Nox

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|                                                                    |                                                                                  |    | Page No.
|------------------------------------------------------------------- | -------------------------------------------------------------------------------- | -- | --------
|PART I. FINANCIAL INFORMATION                                       |                                                                                  |   
|                                                                    |                                                                                  |   
|ITEM 1.
Consolidated Condensed Financial Statements (Unaudited)     |                                                                                  |   
|                                                                    |                                                                                  |   
|                                                                    | Consolidated Condensed Balance Sheets as of March 31, 2005 and December 31, 2004 |    | 5       
|                                                                    |                                                                                  |    |         
|                                                                    | Consolidated Condensed Statements of Operations for the Three Months             |    |         
|                                                                    | Ended March 31, 2005 and 2004                                                    |    | 6       
|                                                                    |                                                                                  |    |         
|                                                                    | Consolidated Condensed Statements of Cash Flows for the Three Months Ended       |    |         
|                                                                    | March 31, 2005 and 2004                                                          |    | 7       
|                                                                    |                                                                                  |    |         
|                                                                    | Notes to Consolidated Condensed Financial Statements                             |    | 8       
|                                                                    |                                                                                  |    |         
|ITEM 2.
Management's Discussion and Analysis or Plan of Operation   |                                                                                  | 14
|                                                                    |                                                                                  |   
|ITEM 3.
Controls and Procedures                                     |                                                                                  | 17
|                                                                    |                                                                                  |   
|PART II. OTHER INFORMATION                                          |                                                                                  |   
|                                                                    |                                                                                  |   
|ITEM 1.
Legal Proceedings                                           |                                                                                  | 17
|                                                                    |                                                                                  |   
|ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds |                                                                                  | 17
|                                                                    |                                                                                  |   
|ITEM 3.
Defaults Upon Senior Securities                             |                                                                                  | 18
|                                                                    |                                                                                  |   
|ITEM 6.
Exhibits                                                    |                                                                                  | 18
|                                                                    |                                                                                  |   
|SIGNATURES                                                          |                                                                                  | 19
|                                                                    |                                                                                  |   

2

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EXPLANATORY NOTE

We are
filing this Form 10-QSB/A (Amendment No. 1) to for the quarterly period ended March
31, 2005 in response to the SECs comments on the filing of our Amendment
No. 1 to Form 10-SB which are applicable to this filing. The changes made are
reflected in Part I, Note 8 to the Notes to Consolidated Financial Statements
under Director and Officer Indemnification; Part II, Item 1 under Legal
Proceedings; and Part II, Item 3 under Defaults Upon Senior
Securities.

INTRODUCTION

We are a life science company. We use our two fundamental proprietary technologiesanimal genomics and growth and differentiation factors, or GDFs, to discover, develop and commercialize products that we believe will
increase livestock quality and production efficiency, improve companion animal health and potentially treat human muscle degenerative diseases and metabolic disorders.

Genomics refers to the sequencing and analysis of the genetic makeup of an organism. Our proprietary animal genomics technologies are intended to provide trait identification and predictive diagnostic tools for producers
and breeders of beef and dairy cattle, swine, and poultry.  We believe that these tools will enable livestock producers and breeders and feedlot operators to improve substantially their production efficiency and help them meet consumer demand for
high quality meat products. We believe that animal genomics also has potential for diagnostic use in companion animals, including dogs, cats and horses, to detect disease predisposition, and behavioral and performance traits.  Commercialization of
these diagnostic products for livestock production and animal health does not require FDA approval. Our near-term products are tools that do not involve any animal pharmaceutical drugs or genetic altering of the animal.

We have established several relationships through which we expect to commercialize our animal genomics technology. We have exclusive development and marketing agreements with Cargill Incorporated, or Cargill, the
worlds second largest beef processor and feedlot operator, and the Monsanto Company, or Monsanto, the worlds second largest swine breeder.  We describe these agreements in more detail under Licenses, Acquisitions, and Collaborative
Agreements. We also have agreements to provide DNA testing services for the American Kennel Club, the worlds largest canine registry, United Kennel Club, American Angus Association, the worlds largest beef cattle registry, Red
Angus Association, American Limousin Association, and American Bucking Bull Association.

GDFs are proteins that bind
to receptors on the cell surface, with the primary result of activating cellular
proliferation and/or differentiation. Our GDF development activities are focused
on  GDF-8, also known as Myostatin, a naturally occurring protein that acts to
limit skeletal muscle development. Myostatin is one of eight GDFs to which we
have exclusive rights for use in animals. We believe the inhibition of Myostatin
has use in the  livestock industry to facilitate the production of beef cattle,
swine and poultry with more meat and less waste. We also believe that Myostatin
can potentially be used in humans to treat muscle degenerative diseases, including
muscular dystrophy,  muscle wasting (Cachexia), age-related muscle loss (Sarcopenia),
Lou Gehrigs disease (ALS), and metabolic disorders, such as Type II Diabetes
and obesity.

We have entered into relationships
to commercialize both agricultural and human therapeutic applications of our
GDF technology. We have entered into collaborative agreements with the top two
 chicken producer-processors in the United States, and have formed a joint venture
with Willmar Poultry Company, Inc., or Willmar, the worlds largest supplier
of day old poults, for the development of Myostatin applications in turkeys.
We have  granted an exclusive license to Wyeth for the GDF technology including
Myostatin, under which Wyeth has completed Phase II clinical trials to evaluate
a Myostatin-based product as a therapeutic for forms of muscular dystrophy.

3

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We
were incorporated as a Delaware corporation in September 1994. Between incorporation
and 1997, our activities consisted of research performed by Dr. Se-Jin Lee at
his laboratory at The Johns Hopkins University School of  Medicine to focus on
the discovery, characterization, development and commercialization of GDFs. Dr.
Lees research was funded by Genetics Institute, Inc., or GI, a wholly-owned
subsidiary of American Home Products Corporation (now Wyeth).  After Dr. Lee
published a paper on Myostatin in 1997, we began to explore business opportunities
to use the Myostatin technology for human and agricultural applications. In 1999,
we licensed to Wyeth human therapeutic applications of our GDF  technology in
exchange for which we acquired Wyeths equity interest in us and the right
to receive, milestone and royalty payments. Between 2000 and 2002, we granted
options to license our Myostatin technology to the top two U.S. chicken  producers
and entered into a joint venture with a leading supplier of turkeys to commercialize
Myostatin in the North American chicken and turkey markets.

Our business activities in the area of animal genomics commenced in February 2002, when we acquired some of the animal-related assets of the Celera Genomics Group of Applera Corporation, or Celera, and licensed
Celeras chicken, swine and cattle genome databases for agricultural use within specified fields. In May 2002, we entered into our joint development and marketing agreement with Cargill Incorporated and in June 2004, we entered into our Swine
Improvement Agreement with Monsanto.

Our
principal executive office is located at 8000 Virginia Manor Road, Suite 140,
Beltsville, Maryland 20705, and our telephone number at that address is (301)
617-9080. We have a corporate internet website athttp://www.metamorphixinc.com.
The reference to this website address does not constitute incorporation by reference
of the information contained therein.

FORWARD LOOKING STATEMENTS

Statements
in this Form 10-QSB/A (Amendment No. 1) that are not descriptions of historical facts are
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Reference is
made in particular to the description of our plans and objectives for future
operations, assumptions underlying such plans and objectives, and other forward
looking terminology such as may, expects,
believes, anticipates, intends,
estimates, projects, or similar terms, variations of
such terms or the negative of such terms. Forward-looking statements are based
on managements current expectations. Actual results could differ
materially from those currently anticipated due to a number of factors,
including those set forth under Description of Business. The safe
harbors for forward looking statements provided by Section 21E of the Exchange
Act do not apply to statements made in this Form 10-QSB/A (Amendment No. 1). Except as required by
applicable law, we do not plan to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements.

4

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PART I. FINANCIAL INFORMATION

ITEM
          1.          Consolidated
          Condensed Financial Statements (Unaudited)

|METAMORPHIX, INC. AND SUBSIDIARIES                                  
|--------------------------------------------------------------------
|CONSOLIDATED CONDENSED BALANCE SHEETS                               
|(Unaudited)                                                         
|                                                                    
|                                                                    
|                                                                    
|ASSETS                                                              
|CURRENT ASSETS:                                                     
|Cash and cash equivalents                                           
|Accounts receivable                                                 
|Prepaid expenses and other current assets                           
|Total current assets                                                
|                                                                    
|PROPERTY AND EQUIPMENTNet                                          
|GOODWILL                                                            
|INTELLECTUAL PROPERTY RIGHTS                                        
|LEASE SECURITY DEPOSITS                                             
|DEFERRED DEBT ISSUE COSTS                                           
|                                                                    
|TOTAL ASSETS                                                        
|                                                                    
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                      
|CURRENT LIABILITIES:                                                
|Accounts payable and accrued expenses                               
|Accrued compensation                                                
|Accrued dividends                                                   
|Short-term notes payable                                            
|Notes payable to officers and directors                             
|Deferred revenue                                                    
|Celera purchase obligation                                          
|Accrued interest                                                    
|Total current liabilities                                           
|                                                                    
|LONG-TERM NOTES PAYABLE, net of discount of $6,550,477,             
|$7,000,745 at March 31, 2005 and December 31, 2004, respectively    
|CELERA PURCHASE OBLIGATION                                          
|ACCRUED INTEREST                                                    
|OTHER LONG-TERM LIABILITIES                                         
|Total liabilities                                                   
|                                                                    
|COMMITMENTS AND CONTINGENCIES (Note 8)                              
|                                                                    
|STOCKHOLDERS EQUITY (DEFICIT):                                     
|Convertible Preferred stock, $0.001 par value22,000,000 shares     
|authorized as of March 31, 2005 and December 31, 2004, 7,321,532    
|and 7,238,315 shares issued and outstanding as of March 31, 2005 and
|December 31, 2004, respectively                                     
|Common stock, $0.001 par value75,000,000 shares authorized as of   
|March 31, 2005 and December 31, 2004, 9,503,381 and 9,488,878       
|shares issued and outstanding as of March 31, 2005 and December 31, 
|2004, respectively                                                  
|Additional paid-in capital                                          
|Accumulated other comprehensive loss                                
|Accumulated deficit                                                 
|Total stockholders equity (deficit)                                
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                
|                                                                    
|See notes to consolidated condensed financial statements.           
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|5                                                                   

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METAMORPHIX, INC. AND SUBSIDIARIES 
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

|                                       |  | Three Months Ended         |           
|-------------------------------------- |  | -------------------------- | ----------
|                                      
|                                       |  | March
            31, 2005 |           
|                                      
|REVENUE                                |  | $                          | 729,811   
|OPERATING COSTS AND                    |  |                            |           
|EXPENSES:                              |  |                            |           
|Cost of revenue                        |  |                            | 445,663   
|Research and development               |  |                            | 1,213,092 
|General and administrative             |  |                            | 3,260,182 
|Depreciation and amortization          |  |                            | 2,207,562 
|Total operating costs and expenses     |  |                            | 7,126,499 
|OTHER INCOME (EXPENSE):                |  |                            |           
|Interest expense and accretion of debt |  |                            |           
|discount                               |  |                            | (1,455,676
|Debt issue costs                       |  |                            | (679,605  
|Debt conversion expense                |  |                            | (65,221   
|Other income (expense)                 |  |                            | 1,125     
|NET LOSS                               |  |                            | (8,596,065
|Preferred stock dividends and          |  |                            |           
|accretion of beneficial conversion     |  |                            |           
|features                               |  |                            | (336,393  
|NET LOSS ATTRIBUTABLE TO               |  |                            |           
|COMMON STOCKHOLDERS                    |  | $                          | (8,932,458
|Net loss per common share:             |  |                            |           
|Basic and diluted                      |  | $                          | (0.94     
|Weighted average number of shares      |  |                            |           
|outstanding:                           |  |                            |           
|Basic and diluted                      |  |                            | 9,500,531 

See notes to consolidated condensed financial statements.

6

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METAMORPHIX, INC. AND SUBSIDIARIESCONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                          |  | Three Months Ended |           
|--------------------------------------------------------- |  | ------------------ | ----------
|                                                         
|                                                          |  | March 31,          |           
|                                                          |  | 2005               |           
|CASH FLOWS FROM OPERATING ACTIVITIES:                     |  |                    |           
|Net loss                                                  |  | $                  | (8,596,065
|Adjustments to reconcile net loss to net cash flows       |  |                    |           
|used in operating activities:                             |  |                    |           
|Depreciation and amortization                             |  |                    | 2,245,550 
|Accretion of debt discount                                |  |                    | 450,268   
|Amortization of deferred debt issue costs                 |  |                    | 414,604   
|Share-based payment expense                               |  |                    | 1,239,651 
|Induced conversion expense                                |  |                    | 65,221    
|Changes in assets and liabilities:                        |  |                    |           
|Accounts receivable                                       |  |                    | (53,884   
|Prepaid expenses and other current assets                 |  |                    | 7,246     
|Lease security deposits                                   |  |                    | 4,240     
|Accounts payable and accrued expenses                     |  |                    | 1,651,460 
|Accrued compensation                                      |  |                    | 496,144   
|Deferred purchase obligation                              |  |                    | 64,534    
|Deferred revenue                                          |  |                    | (52,501   
|Accrued interest                                          |  |                    | 652,379   
|Other, net                                                |  |                    | 20,646    
|Net cash flows used in operating activities               |  |                    | (1,390,507
|CASH FLOWS FROM INVESTING ACTIVITIES:                     |  |                    |           
|Purchases of property and equipment                       |  |                    | (440      
|Net cash flows used in investing activities               |  |                    | (440      
|                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                     |  |                    |           
|Proceeds from debt issuances                              |  |                    | 920,000   
|Payments of debt issue costs                              |  |                    |          
|Principal payments on notes                               |  |                    |          
|Principal payments under capital lease obligations        |  |                    |          
|Proceeds from stock issuances                             |  |                    | 546,457   
|Net cash flows provided by financing activities           |  |                    | 1,466,457 
|Effects of exchange rate differences on cash and cash     |  |                    | 3,828     
|equivalents                                               |  |                    |           
|NET (DECREASE) INCREASE IN CASH AND CASH                  |  |                    | 79,338    
|EQUIVALENTS                                               |  |                    |           
|CASH AND CASH EQUIVALENTSBeginning of year               |  |                    | 507,973   
|CASH AND CASH EQUIVALENTSEnd of year                     |  | $                  | 587,311   
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW                     |  |                    |           
|INFORMATION:                                              |  |                    |           
|Cash paid during the period for interest                  |  | $                  | 12,239    
|NON-CASH INVESTING AND FINANCING ACTIVITIES:              |  |                    |           
|Debt converted into equity                                |  |                    | 109,779   
|Conversion of notes and accrued interest into new notes   |  |                    | 1,206,963 
|                                                         
|See notes to consolidated condensed financial statements.

7

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METAMORPHIX, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.           NATURE OF THE BUSINESS

MetaMorphix, Inc. (the Company)
      is a biopharmaceutical company focused on discovering, acquiring, developing,
      and commercializing products and technologies to improve animal health,
      livestock production, and human health. The Company was incorporated on
      September 1, 1994. The Company has two key technology
      platforms: a) livestock genomics and b) growth differentiation factors.
      These technologies are commercially employed to both increase livestock
      meat quality and production efficiency and to potentially treat muscle-wasting
      diseases in humans, such as Muscular Dystrophy and Sarcopenia. These consolidated condensed
      financial statements include the accounts of MetaMorphix, Inc. and its
      wholly-owned subsidiaries: MMI Genomics, Inc., MMI Canada Inc., MetaMorphix
      International, Inc., and MetaMorphix Holdings, Inc. All intercompany transactions
      and balances have been eliminated in consolidation. Going Concern  Managements
          Plans In the course of its operations,
      the Company has sustained operating losses and negative cash flows from
      operations and expects such losses to continue in the foreseeable future.
      As of March 31, 2005 the Company had a working capital deficiency of $19,764,483
      and an accumulated deficit of $161,110,624. The Company intends and
      is currently working to finance its operations primarily through future
      debt and equity financings and future revenues. On June 28, 2004, the Companys
      Board of Directors granted approval to Company management to pursue applicable
      steps to undertake the initial public offering, or IPO, process. This process
      is currently proceeding, although no completion date can be estimated at
      this time. If we are unable to generate positive operating cash flow prior
      to an IPO, we anticipate that the proceeds from the IPO will be sufficient
      to become cash flow positive from operations. However, we may be unable
      to successfully complete the IPO process. In addition, on June 8, 2005,
      the Companys Board of Directors granted approval to Company management
      to pursue additional financings through the issuance of a new private placement
      of promissory notes. Management is currently working with an investment
      banker to secure a note offering with terms acceptable to the Company.
      To date, no final offering has been completed. While we anticipate that
      the proceeds from additional financings will be sufficient to fund our
      operations until we can generate positive cash flow from operations, they
      may be insufficient. Although the Company recognizes
      the need to raise funds in the near future, there can be no assurance that
      it will be successful in consummating any such transaction, or, if it did
      consummate such a transaction, that the terms and conditions of such financing
      will be favorable to the Company. The Company believes that its current
      assets will not be sufficient to fund operations in 2005. This uncertainty
      raises substantial doubt about the Companys ability to continue as
      a going concern. The accompanying consolidated condensed financial statements
      do not include any adjustments that might result from the outcome of this
      uncertainty.


8

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2.           SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial
          StatementsThe interim
          financial statements of the Company for the three months ended March
          31, 2005 and March 31, 2004 included herein have been prepared by the
          Company, without audit, pursuant to the rules and regulations of the
          Securities and Exchange Commission. Certain information and footnote
          disclosures normally included in the financial statements prepared
          in accordance with accounting principles generally accepted in the
          United States have been condensed or omitted pursuant to such rules
          and regulations relating to interim financial statements. In the opinion
          of management, the accompanying unaudited interim financial statements
          reflect all adjustments, consisting only of normal recurring adjustments,
          necessary to present fairly the financial position of the Company as
          of March 31, 2005 and the results of its operations and its cash flows
          for the three months ended March 31, 2005 and March 31, 2004. The interim
          results of operations for the three months ended March 31, 2005 and
          March 31, 2004, respectively, are not necessarily indicative of the
          results that may be achieved for the full year. Recent Accounting PronouncementsIn
      September 2006, the Financial Accounting Standard Board issued a Statement
      of Financial Accounting Standards (SFAS) No. 157,Fair
      Value Measurement. The Statement defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (GAAP), and expands disclosures about fair
      value measurements. This Statement is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and interim
      periods within those fiscal years. The Company is currently evaluating
      the impact of adopting SFAS No. 157 on its financial statements. In June 2006, the Financial Accounting
      Standards Board, or FASB, issued FASB Interpretation, or FIN, No. 48,Accounting
      for Uncertainty in Income Taxes, which
      is effective for fiscal years beginning after December 15, 2006. FIN No.
      48 clarifies the accounting for uncertainty in income taxes recognized
      in the financial statements in accordance with SFAS Statement No. 109,
      Accounting for Income Taxes. This Interpretation prescribes a comprehensive
      model for how a company should recognize, measure, present, and disclose
      in its financial statements uncertain tax positions that the company has
      taken or expects to take on a tax return. The Company is currently evaluating
      the impact of adopting FIN No. 48 on its results of operations, financial
      position and cash flows. In February 2006, the FASB issued
      SFAS No. 155,Accounting for Certain
      Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and
      140. SFAS No. 155 clarifies certain
      issues relating to embedded derivatives and beneficial interests in securitized
      financial assets. The provisions of SFAS No. 155 are effective for all
      financial instruments acquired or issued after fiscal year beginning after
      September 15, 2006. The Company is currently assessing the impact that
      the adoption of SFAS No. 155 will have on its operations, financial position
      and cash flows. In May 2005, the Financial Accounting
      Standards Board (FASB) issued SFAS No. 154,Accounting
      Changes and Error Corrections  a replacement of APB Opinion No. 20
      and FASB Statement No. 3 (SFAS No. 154), which replaces
      APB Opinion No. 20, Accounting Changes,
      and SFAS No. 3,Reporting Accounting
      Changes in Interim Financial Statements,
      and changes the requirements for the accounting for and reporting of a
      change in accounting principle. SFAS No. 154 applies to all voluntary changes
      in accounting principles, and also applies to changes required by an accounting
      pronouncement in the unusual instance that the pronouncement does not include
      specific transition provisions. SFAS No. 154 will be effective for accounting
      changes and corrections of errors made by the Company in fiscal years beginning
      after December 15, 2005. SFAS No. 154 does not change the transition provisions
      of any existing accounting pronouncements, including those that are in
      a transition phase as of the effective date of SFAS No. 154. The Company
      does not believe the adoption of SFAS No. 154 will have a material impact
      on its financial statements. In March 2005, the FASB issued
      FASB Interpretation No. 47,Accounting
      for Conditional Asset Retirement Obligations  an interpretation of
      FASB Statement No. 143(FIN 47), which
      requires companies to recognize a liability for the fair value of a legal
      obligation to perform asset retirement activities that are conditional
      on a future event if the amount can be reasonably estimated. The Company


9

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adopted the provisions of FIN
      47 on December 31, 2005. No conditional asset retirement obligations were
      recognized and, accordingly, the adoption of FIN 47 had no effect on its
      financial statements. In December 2004, the FASB issued
      SFAS No. 153,Exchanges of Non-monetary
      Assets, an amendment of APB Opinion
      No. 29,Accounting for Non-monetary
      Transactions.SFAS No. 153 requires
      that exchanges of non-monetary assets are to be measured based on fair
      value, eliminates the exception for exchanges of non-monetary, similar
      productive assets, and adds an exemption for non-monetary exchanges that
      do not have commercial substance. SFAS No. 153 will be effective for fiscal
      periods beginning after June 15, 2005. The adoption of this standard did
      not have a material impact on the Companys financial statements.


3.           SHARE-BASED PAYMENT EXPENSE

The consolidated condensed statements
      of operations include the following share-based payment expense as calculated
      pursuant to the provisions of SFAS No. 123(R) for the three months ended
      March 31, 2005 and 2004:


|                           |  | Three months ended
|-------------------------- |  | ------------------
|                           |  | March 31,         
|                           |  | 2005              
|                          
|Research and development   |  | $                 
|                           |  |                   
|General and administrative |  |                   
|                           |  |                   
|Interest expense and       |  |                   
|accretion of debt discount |  |                   
|                           |  |                   
|Debt issue costs           |  |                   
|Total                      |  | $                 

Included in debt conversion expense
      were warrants given as an inducement to convert from debt to preferred
      stock with a calculated value of $3,590 and $668,895 for the three
      months ended March 31, 2005 and 2004, respectively. Share-based payments in the expense
      categories above include expense associated with stock options granted
      to employees and directors as compensation and to outsiders for services
      performed. In addition, share-based payment expense includes the expense
      recorded from the calculated value of warrants granted in connection with
      debt securities being issued and the expense recorded from the calculated
      value of penalty warrants granted, which is included in interest expense
      and accretion of debt discount. Penalty warrants are contractually granted
      when the Company fails to meet certain specified criteria, such as failure
      to repay the obligation when due, or failure to consummate an IPO within
      one year of the debt being issued.


4.         PREPAID
  EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist
      of the following:


|                   |  |          
|------------------ |  | ---------
|                   |  | March 31,
|                   |  | 2005     
|                  
|                  
|Prepaid expenses   |  |          
|Supplies inventory |  |          
|                  
|Total              |  | $        

10

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5.          PROPERTY
  AND EQUIPMENTNET

Property
    and equipment consists of the following

|:                              |  |   |            |   |  |  
|------------------------------ |  | - | ---------- | - |  | -
|                               |  |   | March 31,  |   |  |  
|                               |  |   | 2005       |   |  |  
|                              
|Office equipment               |  | $ | 1,269,991  |   |  | $
|Production equipment           |  |   | 1,221,825  |   |  |  
|Office equipment under capital |  |   |            |   |  |  
|lease                          |  |   | 213,224    |   |  |  
|Laboratory equipment           |  |   | 333,720    |   |  |  
|Leasehold improvements         |  |   | 177,643    |   |  |  
|                              
|                               |  |   | 3,216,403  |   |  |  
|Less: Accumulated depreciation |  |   | (1,173,990 | ) |  |  
|                              
|Total                          |  | $ | 2,042,413  |   |  | $

The Company recorded depreciation
      expense of $119,463 and $87,767 for the three months ended March
      31, 2005 and 2004, respectively. Accumulated depreciation for equipment
      under capital leases was $29,181 and $23,114 as of March 31, 2005
      and December 31, 2004, respectively.


6.           INTELLECTUAL PROPERTY RIGHTS

Acquired intangible assets subject to amortization as of March 31, 2005 and December 31, 2004 are as follows:

|                      |  |   | March 31,   |   |  |   | December 31, |  
|--------------------- |  | - | ----------- | - |  | - | ------------ | -
|                      |  |   | 2005        |   |  |   | 2004         |  
|                     
|Intellectual property |  |   |             |   |  |   |              |  
|rights                |  | $ | 38,268,051  |   |  | $ | 38,268,051   |  
|Less: Accumulated     |  |   |             |   |  |   |              |  
|amortization          |  |   | (38,268,051 | ) |  |   | (36,142,048  | )
|                     
|Total                 |  | $ | -           |   |  | $ | 2,126,003    |  

Amortization expense related to
      intangible assets was $2,126,003 and $3,189,004 for the three months
      ended March 31, 2005 and 2004, respectively.


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7.           LONG-TERM DEFERRED DEBT ISSUE COSTS

The long-term deferred debt issue
      cost activity during the three months ended March 31, 2005 is as follows: Balance at January 1, 2005
  
  $
  6,480,080Amortization to debt issue costs
  
  (414,604
  )Balance at March 31, 2005
  
  $
  6,065,476


8.           COMMITMENTS
AND CONTINGENCIES

Leases and Royalty AgreementsThe
      Company has office facilities and equipment under capital and operating
      leases. In addition, the Company has certain agreements that provide for
      minimum future royalty payments and sublease income. Future minimum payments
      for capital leases, noncancelable operating leases, and royalty agreements
      with terms in excess of one year, as well as expected minimum payments
      to be received from subleases with terms in excess of one year at March
      31, 2005, are as follows: Capital
      
      
      
      Operating
      
      
      
      Sublease
      
      
      
      RoyaltyLeases
      
      
      
      Leases
      
      
      
      Income
      
      
      
      AgreementsApril 1, 2005
          through December31,
          2005
      
      $
      31,793
      
      
      $
      694,868
      
      
      $
      (182,041
      )
      
      $
      92,4752006
      
      
      42,390
      
      
      
      964,261
      
      
      
      (278,550
      )
      
      
      164,4002007
      
      
      42,390
      
      
      
      579,228
      
      
      
      
      
      
      
      164,4002008
      
      
      42,390
      
      
      
      437,825
      
      
      
      
      
      
      
      164,4002009
      
      
      29,155
      
      
      
      488,913
      
      
      
      
      
      
      
      164,4002010
      
      
      17,480
      
      
      
      504,104
      
      
      
      
      
      
      
      164,400Thereafter
      
      
      24,764
      
      
      
      696,001
      
      
      
      
      
      
      
      Total payments/(receipts)
      
      
      230,362
      
      
      
      4,365,200
      
      
      
      (460,591
      )
      
      
      914,475Less: Amounts
          representing interest
      
      
      (44,405
      )
      
      
      
      
      
      
      
      
      
      
      Net payments/(receipts)
      
      $
      185,957
      
      
      $
      4,365,200
      
      
      $
      (460,591
      )
      
      $
      914,475 The commitments for capital leases
      and operating leases set forth in the above table have not been reduced
      for anticipated sublease income. Rent expense under operating
      leases was $285,329 and $199,773 for the three months ended March
      31, 2005 and 2004, respectively. Sublease income was $54,789 and $17,352
      for the three months ended March 31, 2005 and 2004, respectively. The Company is currently leasing
      space in Savage, Maryland which it no longer occupies. This lease commenced
      on January 1, 2002 and will terminate on December 31, 2011. The Company
      currently subleases this space. This sublease commenced on December 1,
      2004 and will terminate on December 31, 2011. The sublease covers the primary
      lease obligation. MetaMorphix, Inc. has the option and intends to assign
      the lease to the sublessee and effectively terminate the lease on December
      31, 2006. LitigationFrom
      time to time, the Company and its subsidiaries face lawsuits and claims
      related to commercial, employment and patent-related matters. Although
      the possible loss or range of loss for these matters cannot be estimated,
      management of the Company, after reviewing developments to date with legal
      counsel, is of the opinion that the outcome of such matters will not have
      a material adverse effect on the Companys consolidated financial
      position or results of operations.


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Director and Officer IndemnificationThe
      Companys certificate of incorporation provides that it will indemnify
      and hold harmless its officers, directors and others serving the corporation
      in various capacities to the fullest extent permitted by the Delaware General
      Corporation Law (DGCL). Section 145 of the DGCL provides that
      a Delaware corporation has the power to indemnify officers and directors
      in specified circumstances. On June 20, 2005, the Company
      became aware of a lawsuit and claim against us from Regions Bank for $731,000.
      Samuel R. Dunlap, a former Company director, who is now in bankruptcy,
      pledged a $731,000 Promissory Note made by us to Mr. Dunlap as security
      for a $5.0 million loan from Regions Bank. Regions Bank has sued us
      for payment of this Note. The amount that is owed is in dispute (due to
      offsets made at Mr. Dunlaps direction prior to the bankruptcy). We
      also contend that the conditions precedent to the maturity of the loan
      have not occurred. We note that our March 31, 2005 consolidated condensed
      financial statements reflect principal of $625,498 being owed as of
      such date (reflecting the offsets). Regions Bank asserts that we (in the
      operation of our securities transfer function) and our legal counsel enabled
      Mr. Dunlap to pledge one of his several Warrants to another creditor in
      breach of an already existing Commercial Pledge Agreement between the Bank
      and Mr. Dunlap. We will indemnify and hold harmless our legal counsel,
      who is also the Secretary of the Company, in this matter. Management CompensationThe
      Company has entered into agreements with four employees, including three
      executives and one scientist, which require payments by the Company totaling
      approximately $1,009,000 annually based on their current salaries.


9.DEBT

The Company issued a promissory
      bridge loan for $300,000 to an unrelated investor on March 30, 2005.
      This loan bears interest at 12% with a one year stated maturity date. The Company issued a promissory
      bridge loan for $250,000 to an unrelated investor on March 30, 2005.
      This loan bears interest at 10% with a three year stated maturity date. The Company issued promissory
      bridge loans for $370,000 to various members of our Board of Directors
      during the first three months of 2005. Notes totaling $70,000 were
      dated February 22, 2005 and bear interest at 10% with a 52 day stated maturity
      date. After the maturity date, the notes bear interest at 15%. These notes
      remain unpaid as of June 30, 2006. Three promissory notes of $100,000
      each were dated February 15, 2005, March 3, 2005, and March 30, 2005, respectively.
      These notes bear interest at 15% and have a stated maturity date of March
      31, 2006. Based on the terms of the 12.5%
      Convertible Secured Promissory Notes, accrued interest is due and payable
      on the one year anniversary date of the notes. The interest is payable
      in cash or in the form of identical new notes, at the option of the Company.
      The Company has satisfied the interest payment on those notes with an anniversary
      date before December 31, 2004 by issuing identical 12.5% Convertible Secured
      Promissory Notes in the amount of $820,989. The Company has satisfied
      the interest payment on those notes with an anniversary date between January
      1, 2005 and March 31, 2005 by issuing identical 12.5% Convertible Secured
      Promissory Notes in the amount of $1,122,691.


10.EQUITY

In the three months ended March
      31, 2005, the Company raised $610,000 through the sale of 71,518 shares
      of its Series G convertible preferred stock. In connection with this offering,
      the Company issued warrants to purchase 75,282 shares of common stock at
      an exercise price of $6.00 and warrants to purchase 15,253 shares of
      common stock at an exercise price of $4.00. These warrants expire in
      2009. The amount allocated to warrants was $26,800. The Company also
      issued warrants to purchase 22,593 shares of common stock for advisory
      services performed in the offering. These warrants have an exercise price
      of $6.00 and expire in 2009. The calculated value of these warrants
      was $7,820.


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The Series G convertible preferred
      stock accrues annual dividends at the rate of $0.90 per share, payable
      upon liquidation or conversion, either in cash or in common stock at the
      holders option. The Company has accrued $826,615 and $490,222
      as dividends payable at March 31, 2005 and December 31, 2004, respectively. In the three months ended March
      31, 2005, certain of the Companys 10.9% Secured Convertible Promissory
      Note holders accepted an offer to convert their remaining outstanding balance
      of $77,725 principal amount of notes plus accrued interest into 11,699
      shares of Series G convertible preferred stock. In connection with this
      conversion, the Company issued warrants to purchase 12,314 shares of common
      stock at an exercise price of $6.00 and warrants to purchase 2,494
      shares of common stock at an exercise price of $4.00. These warrants
      expire in 2009. The amount allocated to warrants was $3,591.


ITEM 2.           Management's Discussion and Analysis or Plan of Operation

Material Changes in Results of Operations - Comparison of the Three Months Ended March 31, 2005 and 2004

The following table quantifies the amount of revenue earned during the periods presented for each of our principal sources of revenues:

|                             
|-----------------------------
|                             
|                             
|Type
            of Revenue  
|                             
|Parentage and identification 
|genotyping service revenue   
|License fee revenue          
|Other genomic service revenue
|                             
|                             
|Total revenue                
|                             

Revenue.Our revenue for the three months ended March 31, 2005 was $729,811, which was an increase of $312,067, or 74.7%, from the $417,744 during the first
quarter of 2004, primarily due to the difference in parentage and identification genotyping services revenue.  In the first quarter of 2005, we earned $649,861 in parentage and identification genotyping services revenue, $29,949 in other
genomic related revenue, and $50,001 from the recognition of three months of Monsanto deferred revenue.  In the first quarter of 2004, we earned $401,346 in parentage and identification genotyping services revenue and $16,398 in other
genomic related revenue. The increase in parentage and identification genotyping services revenue in 2005 was primarily due to a continuing increase in sample volume from our cattle breed association and canine customers.

Cost of Revenues.Cost of revenues for the first quarter of 2005 was $445,663, a $1,190,979, or 72.8% decrease from the $1,636,642 for the first quarter of 2004.
This decrease was primarily related to the high level of consumables used in 2004 to support the Cargill collaborative research project, which ended in 2004.  The consumables in 2004 were used to complete the project steps, which triggered milestone
revenue recognition throughout the year.

Research and Development.Research and development costs were $1,213,092 for the first quarter of 2005 compared to $991,243 for the same quarter in 2004.  This
$221,849, or 22.4% increase was primarily due to approximately $295,000 of employment costs relating to research personnel previously working on the Cargill collaborative research project (where they were supporting a revenue-generating
project and classified as cost of revenues), partially offset by approximately $66,000 of lower royalty and patent-legal costs.

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General and Administrative.General and administrative costs were $3,260,182 for the first quarter of 2005 compared to $2,132,622 for the same quarter of 2004. This
$1,127,560, or 52.9% increase was primarily due to the increase in our administrative infrastructure, with salaries and stock compensation expenses increasing approximately $504,000. General and administrative costs also increased
approximately $563,000 due to higher professional fees associated with the completion of the audit of the financial statements for the year ended December 31, 2004 and the filing of Form 10SB with the SEC.

Depreciation and Amortization.Depreciation and amortization decreased $1,035,707, or 31.9%, to $2,207,562 for the first quarter of 2005 from $3,243,269 for the
first quarter of 2004 primarily due to the completion of the intangible asset amortization in February 2005.  The intangible assets related to the intellectual property associated with the Celera genomics acquisition in February 2002 which was being
amortized at a rate of $3,189,000 per quarter.

Interest Expense.Interest expense and accretion of debt discount decreased $1,802,233, or 55.3% to $1,455,676 for the first quarter of 2005 from $3,257,909 for the
same quarter in 2004. This decrease was primarily due to the decrease in the number and value of penalty warrants issued. The penalty warrants issued in the first quarter of 2004 primarily related to the Series C, D, & E bridge loans.

Debt Conversion Expense.Debt conversion expense was $65,221 for the first quarter of 2005 compared to $2,180,374 for the same quarter of 2004. This $2,115,153, or
97.0% decrease relates to the volume of conversion that took place during the quarter. In the first quarter of 2004, holders of our 8% and 10.9% Secured Convertible Promissory Notes converted $2,407,423 of principal and interest into our Series
F convertible preferred stock, with warrants attached. In the first quarter of 2005, holders of our 10.9% Secured Convertible Promissory Notes converted $99,790 into our Series G convertible preferred stock, with warrants attached. The expense
represents the fair value of the securities and warrants issued in excess of the fair value of securities issuable pursuant to the original conversion terms.

Debt Issue Costs.Debt issue costs decreased $237,930, or 25.9% to $679,605 for the first quarter of 2005 from $917,535 for the first quarter of 2004. This is due
to the decrease in commission paid on the Series C, D, & E Bridge note conversions and Rights Offering in 2004, offset by the increase in the amortization of the deferred debt costs for the 12.5% Convertible Secured Promissory Notes in 2005.

Net Loss.Net loss decreased $5,346,006, or 38.3%, for the three months ended March 31, 2005 from the three months ended March 31, 2004, due to a combination of the factors
described above.

Material Changes in Financial Position - Liquidity and Capital Resources

The Companys primary sources of liquidity are its revenues and the sale of debt and equity securities. At March 31, 2005 the Company had cash and cash equivalents of $587,311 and a working capital deficiency of
$19.8 million.

In the first three months of 2005 cash used in operating activities was $1.4 million compared to $4.0 million for the three months ended March 31, 2004. This decrease was primarily due to a $5.3 million decrease
in net loss and a $1.7 million increase in the change in accounts payable and accrued expenses, partially offset by lower share-based payment expense of $1.6 million, lower depreciation and amortization of $1.0 million and lower debt
conversion expense of $2.1 million. Cash used in investing activities was $440 and $4,369 for the three months ended March 31, 2005 and 2004, respectively.  The changes in net cash used in investing activities primarily relate to the
timing and level of our purchases of property and equipment.  Net cash provided by financing activities totaled $1.5 million for the three months ended March 31, 2005 compared to $5.9 million for the same period in 2004. This decrease was
primarily due to lower net proceeds from debt and stock issuances of $5.4 million and a decrease in principal payments on notes of $908,406.

The Company does not have any other significant commitments or guarantees, except for rental commitments.

On June 28, 2004, the Companys Board of Directors granted approval to Company management to pursue applicable steps to undertake the IPO process. This process is currently proceeding, although no completion
date

15

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can be estimated at this time. While we anticipate that the proceeds from the IPO will be sufficient to fund our operations until we can generate positive cash flow from operations, there can be no assurance of that, nor
that the IPO will ever occur.

In addition, on June 8, 2005, the Companys Board of Directors granted approval to Company management to pursue additional financings through the issuance of a new private placement of promissory notes. Management is
currently working with an investment banker to secure a note offering with terms acceptable to the Company. To date, no final offering has been completed. While we anticipate that the proceeds from additional financings will be sufficient to fund
our operations until we can generate positive cash flow from operations, there can be no assurance of that.

Although the Company recognizes the need to raise funds in the near future, there can be no assurance that it will be successful in consummating any such transaction, or, if it did consummate such a transaction, that the
terms and conditions of such financing will be favorable to the Company. The Company believes that its current assets will not be sufficient to fund operations in 2005. This uncertainty raises substantial doubt about the Companys ability to
continue as a going concern. The accompanying consolidated condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Continuing Operations

Our priorities for the next twelve months of operations are to continue to develop and subsequently market our products and services to establish our business in the genomics and growth factors technology industry. We are
focused on our organizational activities, raising capital and establishing a business presence with vendors, business owners and referral sources.

We may be unable to compete successfully, and the competitive pressures we face might have an adverse effect on our business, results of operations and financial condition. We require additional capital, which we intend to
raise through one or more public or private offerings of equity and/or debt.  There are no preliminary loan agreements or understandings between us, our officers, director affiliates or lending institutions.  We cannot guarantee any such financing
can be obtained or, if obtained, that it will be on adequate or reasonable terms.

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ITEM 3.           Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the management, including the Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon the evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of the end of the period, the Company's disclosure controls and procedures were effective.

During the period covered by this report, there were no changes in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the internal controls
over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.Legal Proceedings

On June 20, 2005, the Company became aware of a lawsuit and claim against us from Regions Bank for $731,000.  Samuel R. Dunlap, a former Company director, who is now in bankruptcy, pledged a $731,000 Promissory Note
made by us to Mr. Dunlap as security for a $5.0 million loan from Regions Bank. Regions Bank has sued us for payment of this Note. The amount that is owed is in dispute (due to offsets made at Mr. Dunlaps direction prior to the
bankruptcy). We also contend that the conditions precedent to the maturity of the loan have not occurred. We note that our March 31, 2005 consolidated condensed financial statements reflect principal of $625,498 being owed as of such date
(reflecting the offsets). Regions Bank asserts that we (in the operation of our securities transfer function) and our legal counsel enabled Mr. Dunlap to pledge one of his several Warrants to another creditor in breach of an already existing
Commercial Pledge Agreement between the Bank and Mr. Dunlap. We will indemnify and hold harmless our legal counsel, who is also the Secretary of the Company, in this matter.

In addition, during 2005, we settled and dismissed four lawsuits for a total cost of $105,640. There are no such cases presently pending.

ITEM 2.           Unregistered Sales of Equity Securities and Use of Proceeds

In the three months ended March 31, 2005, the Company raised $610,000 through the sale of 71,518 shares of its Series G Convertible Preferred Stock. In connection with this offering, the Company issued warrants to
purchase 75,282 shares of common stock at an exercise price of $6.00 and warrants to purchase 15,253 shares of common stock at an exercise price of $4.00.  These warrants expire in 2009.  The amount allocated to warrants was $26,800. The
Company also issued warrants to purchase 22,593 shares of common stock for advisory services performed in the offering. These warrants have an exercise price of $6.00 and expire in 2009. The calculated value of these warrants was
$7,820.

The Series G Convertible Preferred Stock accrues annual dividends at the rate of $0.90 per share, payable upon liquidation or conversion, either in cash or in common stock at the holders option. The Company has
accrued $826,615 and $490,222 as dividends payable at March 31, 2005 and December 31, 2004, respectively.

In the three months ended March 31, 2005, certain of the Companys 10.9% Secured Promissory Note holders accepted an offer to convert their remaining outstanding balance of $77,725 principal amount of notes plus
accrued interest into 11,699 shares of Series G Convertible Preferred Stock. In connection with this conversion, the Company issued warrants to purchase 12,314 shares of common stock at an exercise price of $6.00 and warrants to purchase 2,494
shares of common stock at an exercise price of $4.00. These warrants expire in 2009. The amount allocated to warrants was $3,591.

17

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ITEM 3.           Defaults Upon Senior Securities

At March 31, 2005, $131,481 of outstanding principal under our 8% Secured Convertible Promissory Notes and $301,906 of outstanding principal under our 10.9% Secured Convertible Promissory Notes were past due. The
original due dates for these notes range from September 2001 to October 2004. There are no amended terms to these past due notes as a result of the default.

ITEM 6.Exhibits

|31.1 | Section 302 Certifications of Principal Executive Officer
|---- | ---------------------------------------------------------
|31.2 | Section 302 Certifications of Principal Financial Officer
|32.1 | Section 906 Certification of Chief Executive Officer     
|32.2 | Section 906 Certification of Chief Financial Officer     
|    

18

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| |                   | METAMORPHIX, INC.
| | ----------------- | -----------------
| |                   |                  
| |                   |                  
| |                   |                  
| | December 15, 2006 |                  
| | Date              |                  
| |                   |                  
| |                   |                  
| |                   |                  
|
|
| | December 15, 2006 |                  
| | Date              |                  
| |                   |                  
| |                   |                  
| |                   |                  
| |                   |                  

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