##### 





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
     Form 10-KSB/A
 Amendment No. 1
   þ

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 0-935
  CYTOCORE, INC.
 (Name of Small Business Issuer
    in its Charter)
  Delaware

36-4296006(State or Other Jurisdiction
    of

(I.R.S. EmployerIncorporation or
    Organization)

Identification No.)414 N. Orleans St., Suite 510, Chicago, IL

60610(Address of Principal Executive
    Offices)

(Zip Code)   (312)
    222-9550
 (Issuers Telephone
    Number)
  Securities registered under Section 12(b) of the
    Exchange Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredNone

Not Applicable   Securities registered under Section 12(g) of the
    Exchange Act:
  Common Stock, $0.001 par value
 (Title of class)
  o
  þ o
  Regulation S-B Form 10-KSB Form 10-KSB. o
  Rule 12b-2 o þ
    Over-the-Counter
    DOCUMENTS INCORPORATED BY REFERENCE
    o þ




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##### 





Explanatory
    Note
  Form 10-KSB Form 10-KSB Form 10-KSB




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##### 



TABLE OF
    CONTENTS
   
 Item



Page9


Directors, Executive Officers, Promoters, Control
    Persons and Corporate Governance; Compliance with
    Section 16(a) of the Exchange Act


110


Executive Compensation


611


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


1412


Certain Relationships and Related Transactions,
    and Director Independence


1614


Principal Accountant Fees and Services


18Signatures


20Certification of the CEO and CFO Pursuant to Section 302Certification of the CEO and CFO Pursuant to Section 906




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##### 



PART III
  Item 9.
    Directors,
    Executive Officers, Promoters, Control Persons and Corporate
    Governance; Compliance With Section 16(a) of the Exchange
    Act.  The Board
    of Directors and Executive Officers
  Positions and Offices, if Any,

DirectorName

Age

Held With the Company

SinceDirectorsRobert F. McCullough, Jr.


53


Chief Executive Officer, Chief Financial Officer and Director


2005Daniel J. Burns


46


Chairman of the Board


2007Clinton H. Severson


60


Director


2006John H. Abeles, M.D.


63


Director


1999Alexander M. Milley


55


Director


1989Floyd E. Taub, M.D.


55


Director and Former Chief Executive Officer


2007Executive OfficerRichard A. Domanik, Ph.D.


61


President and Chief Operating Officer


   Directors
  Robert F. McCullough, Jr.
  Daniel J. Burns
  Clinton H. Severson
  John H. Abeles, M.D.
  Alexander M. Milley
 1




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##### 



Floyd E. Taub, M.D.
  Executive
    Officer
  Richard A. Domanik, Ph.D. start-up
  Family
    Relationships; Involvement in Certain Legal
    Proceedings
    Board of
    Directors and Committee Information
     2




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##### 



Audit
    Committee
      Compensation
    Matters
    Nomination
    Matters
    Stockholder
    Nominations
       3




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##### 




    as to each person whom the stockholder proposes to nominate for
    election or re-election as a director, all information relating
    to such person that is required to be disclosed in solicitations
    of proxies for the election of directors or is otherwise
    required under applicable securities laws (including
    Regulation 14A under the Exchange Act), and such
    persons written consent to being named in the proxy
    statement as a nominee and to serve as a director if
    elected; and
    as to the stockholder giving notice, the name and address, as
    they appear on the Companys books, of such stockholder and
    the class and number of shares of the Company which such
    stockholder beneficially owns.      Qualifications
    and Candidates
    
    be intelligent, thoughtful and analytical;
    possess superior business-related knowledge, skills and
    experience;
    reflect the highest integrity, ethics and character, and value
    such qualities in others;
    have excelled in both academic and professional settings;
    demonstrate achievement in his or her chosen field;
    be free of actual or potential conflicts of interest;
    be familiar with regulatory and governance matters;
    have the ability to devote sufficient time to the business and
    affairs of the Company; and
    demonstrate the capacity and desire to represent, fairly and
    equally, the best interests of the Companys stockholders
    as a whole.   4




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##### 



Section 16(a)
    Beneficial Ownership Reporting Compliance
    and/or
  Code of
    Ethics
  Code of Ethics and Business
    Conduct for Officers, Directors and Employees Form 10-KSB
 5




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##### 



Item 10.
    Executive
    Compensation.  Named
    Executive Officers
    Summary
    Compensation Table
  AllStock

Option

OtherName and



Salary

Bonus

Awards

Awards

Compensation

TotalPrincipal Position

Year

($)

($)

($)

($)

($)

($)Robert F. McCullough, Jr.


2007


$
165,000
(1)





$
177,735
(2)

$
109,003
(3)





$
451,738CEO, CFO and Director


2006


$
90,000
(4)









$
460,400
(5)





$
550,400Richard A. Domanik, M.D.


2007


$
95,341
(6)





$
177,735
(2)

$
87,133
(7)

$
13,615
(8)

$
373,824President and COO


2006























Dr. Augusto Ocana


2007


$
125,000
(9)

$
15,000
(10)





$
117,774
(11)

$
48,500
(12)

$
306,274President of International Operations, Former CEO and Former
    Director


2006


$
15,000


$
2,500
(13)





$
68,200
(14)





$
85,700Floyd Taub, M.D.


2007


$
60,000
(15)





$
17,774
(16)





$
70,773
(17)

$
148,547Director and Former CEO


2006























     (1)
    
    Mr. McCullough was elected Chief Executive Officer in
    October 2007 and has been Chief Financial Officer since
    September 2005. Of the amount shown, $120,000 was paid during
    2007 and $45,000 was accrued but unpaid as of December 31,
    2007.(2)
    
    Represents a stock award of 100,000 shares of restricted,
    unregistered common stock awarded on January 23, 2008 for
    services performed during the 2007 fiscal year. Amount
    represents the fair market value of the shares on the date of
    grant using a
    10-day
    trading average, which average closing price was $2.09, less a
    15% discount. The Company has agreed to reimburse the recipient
    for the taxes incurred in connection with such stock award; the
    estimated amount of such reimbursement is $71,265, which amount
    is expected to be paid during the 2008 fiscal year.(3)
    
    Represents warrants to purchase 25,000 shares of common
    stock at $2.60 per share that were awarded on February 12,
    2007, were immediately fully exercisable, and expire three years
    from the date of grant. Such warrants were awarded pursuant to
    Mr. McCulloughs employment agreement upon achievement
    of certain milestones. The dollar amount presented represents
    the aggregate fair value of such award on the date of grant. The
    fair value of the warrants was estimated on the date of grant
    using the Black-Scholes option pricing model with the following
    weighted average assumptions: dividend yield of zero, expected
    volatility of 120%, risk-free interest rate of 4.25%, and
    expected life of 1.5 years.(4)
    
    Mr. McCullough was elected Chief Financial Officer in
    September 2005. He did not receive any salary or bonus with
    respect to 2005 for his services as CFO. His salary as CFO,
    which commenced in April 2006, was set at $120,000 per year.(5)
    
    Represents warrants to purchase 400,000 shares of common
    stock at $1.28 per share that were awarded on September 28,
    2006, fully vested on January 1, 2007, and expire three
    years from the date of grant. The dollar amount presented
    represents the aggregate fair value of such award on the date of
    grant. The fair value of the warrants was estimated on the date
    of grant using the Black-Scholes option pricing model with the
    following weighted average assumptions: dividend yield of zero,
    expected volatility of 83.7%, risk-free interest rate of 4.50%,
    and expected life of three years. Such warrants were amended in
    November 2006 to permit a cashless exercise.(6)
    
    Dr. Domanik was elected President in May 2007 and Chief
    Operating Officer in October 2007. His salary is $150,000 per
    year. 6




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##### 



(7)
    
    Represents (a) warrants to purchase 30,000 shares of
    common stock at $2.67 per share that were awarded on
    June 29, 2007, were immediately fully exercisable, and
    expire three years from the date of grant, and (b) warrants
    to purchase 5,000 shares of common stock at $1.89 per share
    that were awarded on December 18, 2007, were immediately
    exercisable, and expire three years from the date of grant. The
    dollar amount presented represents the aggregate fair value of
    such awards on the dates of grant. The fair value of the
    warrants was estimated on the date of grant using the
    Black-Scholes option pricing model with the following weighted
    average assumptions: dividend yield of zero, expected volatility
    of 130.5-131%, risk-free interest rate of 4.25%, and expected
    lives of 1.5 years.(8)
    
    Represents amounts paid to R. Domanik Consulting, Inc. as
    consulting fees for services performed during 2007.
    Dr. Domanik is the President and sole stockholder of R.
    Domanik Consulting, Inc.(9)
    
    Dr. Ocana was Chief Executive Officer from November 2006
    through July 2007, a consultant to the Company from July to
    December 2007, and was elected President of International
    Operations (PIO) in December 2007. His initial base
    salary as CEO was set at $180,000 per year, he was entitled to
    commissions as a consultant, and his initial salary as PIO was
    set at $10,000 per month. Amount shown includes (a) $90,000
    paid as CEO salary, (b) $10,000 paid as PIO salary, and
    (c) $25,000 paid as draws against commissions earned.(10)
    
    Represents six payments of $2,500 made during 2007 under
    Dr. Ocanas employment agreement, pursuant to which
    Dr. Ocana was entitled to receive a $45,000 bonus payable
    in 18 equal monthly installments of $2,500. Dr. Ocana was
    CEO for six months during the 2007 fiscal year and received six
    corresponding bonus payments.(11)
    
    Represents warrants to purchase 50,000 shares of common
    stock at $2.00 per share that were awarded on January 22,
    2007, were immediately fully exercisable, and expire three years
    from the date of grant. Such warrants were awarded pursuant to
    Dr. Ocanas employment agreement upon achievement of
    certain milestones. The dollar amount presented represents the
    aggregate fair value of such award on the date of grant. The
    fair value of the warrants was estimated on the date of grant
    using the Black-Scholes option pricing model with the following
    weighted average assumptions: dividend yield of zero, expected
    volatility of 120%, risk-free interest rate of 4.25%, and
    expected life of 1.5 years.(12)
    
    Includes (a) $3,500 for car allowance, and (b) $45,000
    paid in connection with Dr. Ocanas resignation as CEO
    and as a director in July 2007.(13)
    
    Represents Dr. Ocanas first monthly bonus payment of
    $2,500. See Note 12 above.(14)
    
    Represents warrants to purchase 50,000 shares of common
    stock at $1.30 per share granted on December 1, 2006,
    exercisable immediately with a term of three years. Such
    warrants were exercised in 2007. The dollar amount presented
    represents the aggregate fair value of such award on the date of
    grant. The fair value of the warrants was estimated on the date
    of grant using the Black-Scholes option pricing model with the
    following weighted average assumptions: dividend yield of zero,
    expected volatility of 103%, risk-free interest rate of 4.25%,
    and expected life of three years.(15)
    
    Dr. Taub served as Chief Executive Officer from July 2007
    through October 2007 and has been a director since July 2007.
    Dr. Taub was compensated at an annual rate of $180,000 as
    CEO.(16)
    
    Represents a stock award of 10,000 shares of restricted,
    unregistered common stock awarded on January 23, 2008 for
    services performed during the 2007 fiscal year. Amount
    represents the fair market value of the shares on the date of
    grant using a
    10-day
    trading average, which average closing price was $2.09, less a
    15% discount. The Company has agreed to reimburse Dr. Taub
    for the taxes incurred in connection with such stock award; the
    estimated amount of such reimbursement is $7,227, which is
    expected to be paid in 2009.(17)
    
    Includes (a) $41,367 for consulting fees and reimbursed
    expenses paid to FindCure.org, Inc., a consulting company for
    which Dr. Taub serves as Chief Executive Officer,
    (b) an award of 7,638 shares of common stock valued at
    $21,906, such shares issued to FindCure.org as consideration
    under Dr. Taubs Medical Advisory Board agreement with
    the Company, and (c) $7,500 of accrued but unpaid director
    fees for 2007. 7




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Chief
    Executive Officer Compensation
  Robert
    F. McCullough, Jr.
             8




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Floyd
    E. Taub, M.D.
      Dr. Augusto
    Ocana
         9




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12-month
        President
    and Chief Operating Officer Compensation
       10




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Outstanding
    Equity Awards at Fiscal Year-End
    Option and Warrant Awards


Stock AwardsEquityEquity


IncentiveIncentive


PlanPlan


Awards:Market


Awards:


MarketEquity











Value


Number


or PayoutIncentive








Number


of


of


Value ofPlan








of


Shares


Unearned


UnearnedAwards:








Shares


or


Shares,


Shares,Number of


Number of


Number








or Units


Units of


Units or


Units orSecurities


Securities


of Securities








of Stock


Stock


Other


OtherUnderlying


Underlying


Underlying








That


That


Rights


RightsUnexercised


Unexercised


Unexercised


Option





Have


Have


That


ThatOptions


Options


Unearned


Exercise


Option


Not


Not


Have Not


Have Not(#)


(#)


Options


Price


Expiration


Vested


Vested


Vested


VestedName

Exercisable


Unexercisable


(#)


($)


Date


(#)


($)


(#)


($)Robert F. McCullough, Jr.


400,000
(1)









$
1.28



9/28/09















25,000
(2)









$
2.60



2/12/10















Richard A. Domanik, M.D.


30,000
(3)









$
2.67



6/29/10















5,000
(4)









$
1.89



12/18/10















12,500
(5)









$
1.00



9/17/08















Dr. Augusto Ocana


50,000
(6)









$
2.00



1/22/10















Floyd Taub, M.D.


































     (1)
    
    Represents grant of warrants on September 28, 2006 to
    purchase 400,000 shares of common stock at $1.28 per share,
    vested in full as of January 1, 2007, with a term of three
    years. Such warrants were amended in November 2006 to permit a
    cashless exercise.(2)
    
    Represents grant of warrants on February 12, 2007 to
    purchase 25,000 shares of common stock at $2.60 per share,
    vested in full immediately, with a term of three years.(3)
    
    Represents grant of warrants on June 29, 2007 to purchase
    30,000 shares of common stock at $2.67 per share, vested in
    full immediately, with a term of three years.(4)
    
    Represents grant of warrants on December 18, 2007 to
    purchase 5,000 shares of common stock at $1.89 per share,
    vested in full immediately, with a term of three years.(5)
    
    Represents grant of warrants on September 17, 2003 to
    purchase 12,500 shares of common stock at $1.00 per share,
    vested in full, with a term of five years.(6)
    
    Represents grant of warrants on January 22, 2007 to
    purchase 50,000 shares of common stock at $2.00 per share,
    vested in full immediately, with a term of three years.     11




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Retirement,
    Severance, Change in Control and Similar Compensation
            Compensation
    of Directors
    Fees











NonqualifiedEarned or








Non-Equity


DeferredPaid in


Stock


Option


Incentive Plan


Compensation


All OtherCash


Awards


Awards


Compensation


Earnings


Compensation


TotalName

($)


($)


($)


($)


($)


($)


($)John Abeles, M.D.

$
20,000
(1)

$
17,774
(2)

















$
37,774Daniel J. Burns





$
177,735
(3)

$
109,003
(4)









$
252,299
(5)

$
539,037Alexander Milley

$
20,000
(1)

$
17,774
(2)

















$
37,774Clinton H. Severson

$
20,000
(1)

$
17,774
(2)

















$
37,774     (1)
    
    Represents accrued but unpaid director fees as of
    December 31, 2007.(2)
    
    Represents a stock award of 10,000 shares of restricted,
    unregistered common stock awarded on January 23, 2008 for
    services performed during the 2007 fiscal year. Amount
    represents the fair market value of the shares on the date of
    grant using a
    10-day
    trading average, which average closing price was $2.09, less a
    15% discount. The Company has agreed to reimburse the recipients
    for the taxes incurred in connection with such stock award; the
    estimated amount of such reimbursement is $7,227, which payment
    is expected to be made in 2009.(3)
    
    Represents a stock award of 100,000 shares of restricted,
    unregistered common stock awarded on January 23, 2008 for
    services performed during the 2007 fiscal year. Amount
    represents the fair market value of the shares on the date of
    grant using a
    10-day
    trading average, which average closing price was $2.09, less a
    15% discount. The Company has agreed to reimburse the recipient
    for the taxes incurred in connection with such stock award; the
    estimated amount of such reimbursement is $71,265, which payment
    is expected to be made in 2009. 12




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##### 



(4)
    
    Represents warrants to purchase 25,000 shares of common
    stock at $2.60 per share that were awarded on February 12,
    2007, were immediately fully exercisable, and expire three years
    from the date of grant. Such warrants were awarded to Future
    Wave Management for services rendered under its consulting
    agreement with the Company. The dollar amount presented
    represents the aggregate fair value of such award on the date of
    grant. The fair value of the warrants was estimated on the date
    of grant using the Black-Scholes option pricing model with the
    following weighted average assumptions: dividend yield of zero,
    expected volatility of 120%, risk-free interest rate of 4.25%,
    and expected life of 1.5 years.(5)
    
    Includes (a) $175,299 paid to Future Wave Management as
    consulting fees and reimbursed expenses for business consulting
    services performed during 2007 and (b) $77,000 in tax
    reimbursement paid to Mr. Burns in 2007 for a stock award
    made in 2006. See also Item 12  Certain
    Relationships and Related Transactions below for a description
    of warrants exercised by Mr. Burns at a reduced exercise
    price.  Director
    Compensation Arrangements
            Other
    Equity Awards
   13




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##### 



employee-directors
  Item 11.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Form 10-KSB
  Common
    Stock  Five Percent Holders
    Amount and Nature of

PercentName and Address of Beneficial Owner

Beneficial Ownership(1)

of ClassMonsun, AS(2)


3,940,525



9.6
%Torvveien 12, 1372 Asker 
    NorwayDaniel J. Burns(3)


3,375,500



8.2
%c/o CytoCore,
    Inc. 
    414 N. Orleans Street, Suite 510 
    Chicago, IL 60610Standard General Holdings, LLC


2,534,315



6.2
%5190 Neil Road, #430 
    Reno, NV 89502David J. Weissberg, M.D(4)


2,179,199



5.3
%175 E. Main Street 
    Huntington, NY 11743     (1)
    
    Unless otherwise indicated, each of the persons named in the
    table has sole voting and investment power with respect to the
    shares set forth opposite such persons name. With respect
    to each person or group, percentages are calculated based on the
    number of shares beneficially owned, including shares that may
    be acquired by such person or group within 60 days of
    April 22, 2008 upon the exercise of stock options, warrants
    or other purchase rights, but not the exercise of options,
    warrants or other purchase rights held by any other person.(2)
    
    Includes 125,000 shares issuable upon exercise of warrants,
    which warrants are exercisable at any time.(3)
    
    Includes 25,000 shares issuable upon exercise of warrants
    held by Future Wave Management, of which Mr. Burns is
    President and sole owner, and 150,000 shares issuable upon
    exercise of warrants held by Mr. Burns, all of which such
    warrants are exercisable at any time.(4)
    
    Includes: (i) an aggregate 160,000 shares held in
    trust for Dr. Weissbergs minor children, for which
    Dr. Weissberg acts as trustee; and
    (ii) 412,500 shares that are issuable upon exercise of
    warrants that are exercisable at any time.  Common
    Stock  Management
   14




---



##### 



Amount and Nature of


PercentName of Beneficial Owner

Beneficial Ownership(1)


of ClassJohn H. Abeles, M.D.(2)


317,902




*Daniel J. Burns(3)


3,375,500



8.2
%Richard A. Domanik, Ph.D.(4)


153,087




*Robert F. McCullough, Jr.(5)


1,424,372



3.4
%Alexander M. Milley(6)


1,005,383



2.4
%Dr. Augusto Ocana(7)


100,000




*Clinton H. Severson


10,000




*Floyd E. Taub, M.D.(8)


17,368




*All current directors and executive officers as a group
    (7 persons)


6,303,612



15
%     *
    
    Less than one percent of the common stock outstanding.(1)
    
    Unless otherwise indicated, each of the persons named in the
    table has sole voting and investment power with respect to the
    shares set forth opposite such persons name. With respect
    to each person or group, percentages are calculated based on the
    number of shares beneficially owned, including shares that may
    be acquired by such person or group within 60 days of
    April 22, 2008 upon the exercise of stock options, warrants
    or other purchase rights, but not the exercise of options,
    warrants or other purchase rights held by any other person. The
    address of each current director and executive officer of the
    Company is
    c/o CytoCore,
    Inc., 414 N. Orleans, Suite 510, Chicago, IL
    60610.(2)
    
    Includes: (i) 213,098 shares owned by Northlea
    Partners, Ltd., of which Dr. Abeles is General Partner;
    (ii) 7,304 shares issuable upon exercise of warrants
    granted by the Company to Northlea Partners that are exercisable
    at any time; and (iii) 87,500 shares issuable upon
    exercise of options and warrants granted by the Company to
    Dr. Abeles that are exercisable at any time.
    Dr. Abeles disclaims beneficial ownership of all shares
    owned by, or issuable to, Northlea Partners except shares
    attributable to his 1% interest in Northlea Partners as General
    Partner.(3)
    
    Includes: (i) 25,000 shares issuable upon exercise of
    warrants held by Future Wave Management, of which Mr. Burns
    is President and sole owner; and (ii) 150,000 shares
    issuable upon exercise of warrants held by Mr. Burns, all
    of which such warrants are exercisable at any time.(4)
    
    Includes 47,500 shares issuable upon exercise of warrants
    that are exercisable at any time.(5)
    
    Includes: (i) 443,250 shares owned by Summitcrest
    Capital L.P., of which Mr. McCullough is President of the
    General Partner; (ii) an aggregate 158,705 shares
    owned by various trusts of which Mr. McCullough is trustee
    as follows: MJM Educational Trust (12,500 shares), PFM
    Educational Trust (12,500 shares), CDM Educational Trust
    (12,500 shares) and the MPC Trust (121,205 shares);
    and (iii) 475,000 shares issuable upon exercise of
    warrants held by Mr. McCullough that are exercisable at any
    time.(6)
    
    Includes: (i) 80,747 shares held by Azimuth
    Corporation, of which Mr. Milley is President and Chairman
    of the Board, 234,063 shares held by Cadmus Corporation, of
    which Mr. Milley is President and a director,
    80,282 shares held by Milley Management, Inc., of which
    Mr. Milley is President, sole director and majority
    stockholder, and 23,710 shares held by Winchester National,
    Inc., of which Mr. Milley is a director and executive
    officer; (ii) 28,929 shares issuable to Cadmus
    Corporation under stock appreciation rights granted by the
    Company; and (iii) 87,500 shares issuable upon
    exercise of options and warrants granted by the Company to
    Mr. Milley that are exercisable at any time. In 2006,
    CytoCore agreed to amend warrants held by Azimuth and Cadmus and
    issue new warrants entitling the holders to purchase an
    aggregate 350,000 shares of common stock. The number of
    shares beneficially held by Mr. Milley includes the shares
    issuable under these warrants. Shares held directly by
    Mr. Milley, Cadmus, Winchester National and Milley
    Management, in the aggregate amount of 402,890 shares, have
    been pledged to ELXSI Corp., of which Mr. Milley is
    President, Chief Executive Officer and Chairman of the Board.(7)
    
    Includes 50,000 shares issuable upon exercise of warrants
    that are exercisable at any time. 15




---



##### 



(8)
    
    Includes 7,368 shares held by FindCure.org, Inc. of which
    Dr. Taub is the Chief Executive Officer.  Series E
    Convertible Preferred Stock
    Amount and Nature of

PercentName and Address of Beneficial Owner(1)

Beneficial Ownership

of ClassKevin F. Flynn June 1992 Non-Exempt Trust(2)


6,667



34.7
%120 South LaSalle Street 
    Chicago, IL 60602Rolf Lagerquist(3)


2,000



10.4
%4522 CO Road 21 NE 
    Elgin, MN 55932All current directors and executive officers as a group
    (7 persons)


0



0     (1)
    
    No director or Named Executive Officer of the Company owns any
    shares of any series of preferred stock of the Company.(2)
    
    Converts into 29,812 shares of common stock, including
    shares issuable upon payment of cumulative dividends.(3)
    
    Converts into 8,943 shares of common stock, including
    shares issuable upon payment of cumulative dividends.  Changes
    in Control
    Item 12.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Daniel J.
    Burns, Chairman of the Board
     16




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##### 



Richard
    A. Domanik, M.D., President and Chief Operating
    Officer
    Robert F.
    McCullough, Jr., Chief Executive Officer, Chief Financial
    Officer and Director
        Alexander
    M. Milley, Director
   17




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##### 



Floyd E.
    Taub, M.D., Director and Former Chief Executive
    Officer
  out-of-pocket
  David J.
    Weissberg, M.D., Five Percent Holder and Former Director
    and Chief Executive Officer
      Monsun
    AS, Five Percent Holder
        Item 14.
    Principal
    Accountant Fees and Services.  Independent
    Registered Public Accounting Firm
   18




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##### 



Fees
    Services Performed

2007


2006Audit Fees(1)

$
200,000


$
235,000Audit-Related Fees(2)

$



$
Tax Fees(3)

$



$
All Other Fees(4)

$



$
Total Fees

$
200,000


$
235,000     (1)
    
    Audit fees represent fees billed for professional services
    provided in connection with the audit of the Companys
    annual financial statements, reviews of its quarterly financial
    statements, audit services provided in connection with statutory
    and regulatory filings for those years and audit services
    provided in connection with securities registration and/or other
    issues resulting from that process.(2)
    
    Audit-related fees represent fees billed primarily for assurance
    and related services reasonably related to securities
    registration and/or other issues resulting from that process.(3)
    
    Tax fees principally represent fees billed for tax preparation,
    tax advice and tax planning services.(4)
    
    All other fees principally would include fees billed for
    products and services provided by the accountant, other than the
    services reported under the three captions above.  Pre-Approval
    Policies
     19




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##### 



SIGNATURES    CYTOCORE, INC.
  By:
    /s/  Robert
    F. McCullough, Jr.     
      Signature

Title

Date/s/  Daniel
    J. BurnsDaniel
    J. Burns

Chairman of the Board

April 30, 2008/s/  Robert
    F. McCullough, Jr.Robert
    F. McCullough, Jr.

CEO, CFO and Director (Principal Executive and Principal
    Financial Officer)

April 30, 2008Alexander
    M. Milley

Director/s/  John
    H. Abeles, M.D.John
    H. Abeles, M.D.

Director

April 30, 2008/s/  Clint
    SeversonClint
    Severson

Director

April 30, 2008Floyd
    E. Taub, Jr.

Director  20