SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the quarterly period ended March 31,
2009





 ̈
            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 0-28674





CADUS
CORPORATION


(Exact
Name of Registrant as Specified on its Charter)





Delaware
              
              13-3660391(State
      of Other Jurisdiction of Incorporation or
                Organization)
              
              (I.R.S.
      Employer Identification No.)767
      Fifth Avenue, New York, New York
              
              10153(Address
      of Principal Executive Offices)
              
              (Zip
      Code)Registrant’s
      Telephone Number, Including Area Code
              
              (212)
      702-4315





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.





YesxNo ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).





Yes ̈No ̈





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See definition of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12-b-2 of the Exchange Act).  (Check one):





Large
      accelerated filer   ̈
                  Accelerated
      filer  ̈Non-accelerated
      filer  ̈
                  Smaller
      reporting company x(Do
      not check if a smaller reporting company)





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


Yes ̈Nox





The number of shares of registrant’s
common stock, $0.01 par value, outstanding as of April 30, 2009 was
13,144,040.





CADUS
CORPORATION





INDEX




Page No.SPECIAL
      NOTE REGARDING FORWARD LOOKING STATEMENTS
                    
                    
                    3PART
      I - CONDENSED CONSOLIDATED FINANCIAL INFORMATIONItem
      1. Condensed Consolidated Financial StatementsCondensed
      Consolidated Balance Sheets – March 31, 2009 (unaudited) and December 31,
      2008 (audited)
                    
                    
                    4Condensed
      Consolidated Statements of Operations – Three Months Ended March 31, 2009
      and 2008 (unaudited)
                    
                    
                    5Condensed
      Consolidated Statements of Cash Flows – Three Months Ended March 31, 2009
      and 2008 (unaudited)
                    
                    
                    6Notes
      to Condensed Consolidated Financial Statements (unaudited)
                    
                    
                    7 -
      10Item
      2. Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                    
                    
                    11
      – 12Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk
                    
                    
                    12Item
      4T. Controls and Procedures
                    
                    
                    12PART
      II - OTHER INFORMATIONItem
      1. Legal Proceedings
                    
                    
                    13Item
      1A.  Risk Factors
                    
                    
                    13Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds
                    
                    
                    13Item
      3. Defaults Upon Senior Securities
                    
                    
                    13Item
      4. Submission of Matters to a Vote of Security
Holders
                    
                    
                    13Item
      5. Other Information
                    
                    
                    13Item
      6. Exhibits
                    
                    
                    13SIGNATURES
                    
                    
                    14EXHIBIT
      INDEX
                    
                    
                    15


2





SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS





Certain
statements in this Quarterly Report on Form 10-Q constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended.  All
statements other than statements of historical fact are “forward-looking
statements” for purposes of federal and state securities laws, including any
projections or expectations of earnings, revenue, financial performance,
liquidity and capital resources or other financial items; any statement of our
plans, strategies and objectives for our future operations; any statements
regarding future economic conditions or performance; any statements of belief;
and any statements of assumption underlying any of the
foregoing.  Forward-looking statements may include the words “may,”
“will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,”
“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates”
and other similar words.  Although Cadus Corporation (the “Company”)
believes that the expectations reflected in our forward-looking statements are
reasonable, such forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements.  Factors that could cause or contribute to
such differences include, but are not limited to, risks and uncertainties
relating to the Company's ability to license its technologies to third parties,
the Company's inability to acquire and operate other companies, the Company's
capital needs and uncertainty of future funding, the Company's history of
operating losses, the unpredictability of patent protection, risk of
obsolescence of the Company's technologies, as well as other risks and
uncertainties discussed in the Company’s annual report on Form 10-K for the year
ended December 31, 2008.  The forward-looking statements made in this
Quarterly Report on Form 10-Q are made only as of the date hereof and the
Company does not have or undertake any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances unless
otherwise required by law.


3


ITEM
1.            CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS





CADUS
CORPORATION


Condensed
Consolidated Balance Sheets





March 31,
                          2009
                        
                        
                        December 31,
                          2008(Unaudited)
                        
                        
                        (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                        
                        $
                        20,673,442
                        
                        
                        $
                        19,236,212Short
      term investments
                        
                        
                        3,603,817
                        
                        
                        
                        5,048,775Interest
      receivable
                        
                        
                        8,602
                        
                        
                        
                        13,116Prepaid
      and other current assets
                        
                        
                        40,140
                        
                        
                        
                        14,090Total
      current assets
                        
                        
                        24,326,001
                        
                        
                        
                        24,312,193Investment
      in other ventures
                        
                        
                        194,046
                        
                        
                        
                        193,718Patents,
      net
                        
                        
                        442,793
                        
                        
                        
                        464,401Total
      assets
                        
                        $
                        24,962,840
                        
                        
                        $
                        24,970,312LIABILITIES AND STOCKHOLDERS’
      EQUITYCurrent
      liabilities:Accrued
      expenses and other current liabilities
                        
                        $
                        80,155
                        
                        
                        $
                        15,055Total
      current liabilities
                        
                        
                        80,155
                        
                        
                        
                        15,055CommitmentsStockholders’
      equity:Common
      stock
                        
                        
                        132,857
                        
                        
                        
                        132,857Additional
      paid-in capital
                        
                        
                        59,847,443
                        
                        
                        
                        59,847,443Accumulated
      deficit
                        
                        
                        ( 34,797,540
                        )
                        
                        
                        ( 34,724,968
                        )Treasury
      stock - at cost
                        
                        
                        ( 300,075
                        )
                        
                        
                        ( 300,075
                        )Total
      stockholders’ equity
                        
                        
                        24,882,685
                        
                        
                        
                        24,955,257Total
      liabilities and stockholder’s equity
                        
                        $
                        24,962,840
                        
                        
                        $
                        24,970,312





See
accompanying notes to condensed consolidated financial
statements.


4


CADUS
CORPORATION


Condensed
Consolidated Statements of Operations





Three Months Ended
                  March 31,2009
                
                
                2008(Unaudited)
                
                
                (Unaudited)License
      and maintenance fees
                
                $
                100,000
                
                
                $
                100,000Total
      revenues
                
                
                100,000
                
                
                
                100,000Costs
      and expenses:General
      and administrative expenses
                
                
                182,467
                
                
                
                245,276Amortization
      of patent costs
                
                
                21,608
                
                
                
                21,608(Income)
      from equity in other ventures
                
                
                ( 328
                )
                
                
                ( 2,276
                )Total
      costs and expenses
                
                
                203,747
                
                
                
                264,608Operating
      loss
                
                
                ( 103,747
                )
                
                
                ( 164,608
                )Other
      income:Interest
      income
                
                
                29,101
                
                
                
                236,518Gain
      on redemption of securities
                
                
                2,074
                
                
                
                -Investment
      reduction to net asset value
                
                
                -
                
                
                
                ( 279,906
                )Loss
      before provision for income taxes
                
                
                ( 72,572
                )
                
                
                ( 207,996
                )Provision
      for income taxes
                
                
                -
                
                
                
                -Net
      loss
                
                $
                ( 72,572
                )
                
                $
                ( 207,996
                )Basic
      and diluted (loss) per weighted average share of common stock
      outstanding
                
                $
                ( 0.01
                )
                
                $
                ( 0.02
                )Weighted
      average shares of common stock outstanding – basic and
    diluted
                
                
                13,144,040
                
                
                
                13,144,040





See
accompanying notes to condensed consolidated financial
statements.


5





CADUS
CORPORATION


Condensed
Consolidated Statements of Cash Flows





Three Months Ended
                  March 31,2009
                
                
                2008(Unaudited)
                
                
                (Unaudited)Cash
      flows from operating activities:Net
      loss
                
                $
                (
      72,572
                )
                
                $
                (
      207,996
                )Adjustments
      to reconcile net (loss) to net cash  (used in) provided by
      operating activities:Amortization
      of patent costs
                
                
                21,608
                
                
                
                21,608(Income)
      from equity in other ventures
                
                
                (328
                )
                
                
                (
      2,276
                )Gain
      on redemption of securities
                
                
                (2,074
                )
                
                
                -Investment
      reduction to net asset value
                
                
                -
                
                
                
                279,906Changes
      in assets and liabilities:Increase
      in prepaid and other current assets
                
                
                (21,536
                )
                
                
                (
      68,668
                )Increase
      in accrued expenses and other current liabilities
                
                
                65,100
                
                
                
                86,501Net
      cash (used in) provided by operating activities
                
                
                (9,802
                )
                
                
                109,075Cash
      flows provided by investing activities:Proceeds
      from redemption and sale of investments
                
                
                1,447,032
                
                
                
                7,726,679Net
      cash provided by investing activities
                
                
                1,447,032
                
                
                
                7,726,679Net
      increase in cash and cash equivalents
                
                
                1,437,230
                
                
                
                7,835,754Cash
      and cash equivalents – beginning of period
                
                
                19,236,212
                
                
                
                2,444,376Cash
      and cash equivalents – end of period
                
                $
                20,673,442
                
                
                $
                10,280,130





See
accompanying notes to condensed consolidated financial statements.




6




CADUS
CORPORATION


Notes
to Condensed Consolidated Financial Statements





Note – 1
            Organization and Basis of
      Preparation





The
information presented as of March 31, 2009 and for the three month period then
ended, is unaudited, but includes all adjustments (consisting only of normal
recurring accruals) that the Company's management believes to be necessary for
the fair presentation of results for the periods presented.  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been omitted pursuant to the requirements of the
Securities and Exchange Commission, although the Company believes that the
disclosures included in these financial statements are adequate to make the
information not misleading.  The December 31, 2008 condensed
consolidated balance sheet was derived from audited consolidated financial
statements.  These financial statements should be read in conjunction
with the Company's annual report on Form 10-K for the year ended December 31,
2008.





The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary, Cadus Technologies, Inc.  All intercompany
balances and transactions have been eliminated in consolidation.





The
results of operations for the three month period ended March 31, 2009 is not
necessarily indicative of the results to be expected for the year ending
December 31, 2009.





Note - 2
            Cash
      Equivalents





The
Company includes as cash equivalents all highly liquid investments with original
maturities of three months or less when purchased to be cash
equivalents.  There were cash equivalents of $20,349,729 at March 31,
2009 and there were no cash equivalents at December 31, 2008.





Note - 3
            Net (Loss) Per
      Share





Basic net
(loss) per share is computed by dividing the net (loss) by the weighted average
of common shares outstanding.  Diluted earnings per share is
calculated based on the weighted average of common shares outstanding plus the
effect of common stock equivalents (stock options).  There were no
outstanding stock options for the three months ended March 31, 2009 and
2008.





Note - 4
            Licensing
      Agreements





In
February 2000, Cadus licensed to OSI Pharmaceuticals, Inc. (“OSI”), on a
non-exclusive basis, its yeast-based drug discovery technologies, including
various reagents and its library of over 30,000 yeast strains, and its
bioinformatics software.  OSI paid to Cadus a license fee of $100,000
and an access fee of $600,000 and in December 2000 a supplemental license fee of
$250,000.  OSI is also obligated to pay an annual maintenance fee of
$100,000 until the earlier of 2010 or the termination of the
license.  OSI may terminate the license at any time on 30 days prior
written notice.  During the three month period ended March 31, 2009
and 2008, the Company recognized $100,000 of license revenue related to this
agreement.


7


CADUS
CORPORATION


Notes
to Condensed Consolidated Financial Statements





Note
      – 5
            Short-Term
      Investments





The
Company invested its excess cash with Bank of America in its Columbia Strategic
Cash Portfolio (the “Fund”), which maintained a stable unit price of $1.00 per
unit.  The units were redeemable in cash on the same day requested and
were classified by the Company as cash equivalents.





On
December 10, 2007, the Fund notified the Company that conditions in the
short-term credit markets had created a broad based perception of risk in non
subprime asset-backed securities causing illiquidity across the market which led
to extreme pricing pressure in those securities.  The Fund also
notified the Company that it is primarily invested in such securities, that it
will begin an orderly liquidation of such securities, that unitholders would no
longer be able to redeem their units in the Fund and that the Fund would redeem
its units as it liquidated its investments.  The Fund also began to
value its securities based on market value rather than amortized value for
purposes of determining net asset value per unit.  The Fund has
continued to pay interest monthly.  The Company reclassified its
investment in the Fund from cash equivalents to short-term
investments.  Through December 31, 2008, the Fund redeemed 19,445,459
units held by the Company for $18,787,142, which redemption was $658,317 in the
aggregate less than the cost of such units.  From January 1, 2009 to
March 31, 2009, the Fund has redeemed an additional 1,748,075 units in the
Fund for $1,447,032 which redemption was $301,043 in the aggregate less than the
original $1,748,075 cost of such units.  At March 31, 2009, the
Company still owned 4,359,807 units in the Fund which had a net asset value of
$3,634,334.  Such 4,359,807 units were valued at $3,603,817 at March
31, 2009.  The Fund has advised the Company that the balance or most
of the balance, of the Company’s investment in the Fund will be redeemed by
December 31, 2009.  However, there can be no assurance as to when the
redemption will take place or as to the net asset value at which the Company’s
investment in the Fund will be redeemed.





Note
      – 6
            Fair Value of Financial
      Instruments





On
January 1, 2008, the Company adopted the provisions of FASB Statement No. 157,
“Fair Value Measurements” (“SFAS No. 157”), for fair value measurements of
financial assets and financial liabilities and for fair value measurements of
nonfinancial items that are recognized or disclosed at fair value in the
financial statements on a recurring basis.  SFAS 157 defines fair
value as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date.  SFAS 157 also establishes a framework for measuring
fair value and expands disclosures about fair value measurements.  The
valuation techniques required by SFAS 157 are based upon observable and
unobservable inputs.  Observable inputs reflect market data obtained
from independent sources, while unobservable inputs reflect the Company’s market
assumptions.  These two types of inputs create the following fair
value hierarchy:





Level 1
-     Quoted prices for identical instruments in active
markets.





Level 2
-    Quoted prices for similar instruments in active
markets; quoted prices for identical or similar instruments in markets that are
not active; and model-derived valuations whose inputs are observable or whose
significant value drivers are observable.


8


CADUS
CORPORATION


Notes
to Condensed Consolidated Financial Statements





Level 3
-     Significant inputs to the valuation model are
unobservable.





All of
the Company’s marketable securities are Level 2 type assets.





The
Company uses financial instruments in the normal course of its
business.  The carrying values of cash and cash equivalents and
accounts payable approximates fair value.  Marketable securities are
Level 2 type assets and carried at fair value as determined by an observable
market value.  The fair value of the Company’s investments in
privately held companies is not readily available.  The Company
believes the fair values of these investments in privately held companies
approximated their respective carrying values at March 31, 2009 and
2008.





Note
      – 7
            Newly Adopted Accounting
      Pronouncements





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities”(“SFAS 159”), which permits certain
financial assets and financial liabilities to be measured at fair value, using
an instrument-by-instrument election. The initial effect of adopting SFAS 159
must be accounted for as a cumulative-effect adjustment to opening retained
earnings for the fiscal year in which we apply SFAS 159. Retrospective
application of SFAS 159 to fiscal years preceding the effective date is not
permitted. SFAS 159 has no effect on the Company’s financial
statements.





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”
(“SFAS 141(R)”). SFAS 141(R) expands the definition of transactions and events
that qualify as business combinations; requires that the acquired assets and
liabilities, including contingencies, be recorded at the fair value determined
on the acquisition date and changes thereafter reflected in revenue, not
goodwill; changes the recognition timing for restructuring costs; and requires
acquisition costs to be expensed as incurred. SFAS 141(R) was adopted by the
Company in March 2009. The adoption of SFAS 141(R) may have an effect on the
Company's financial statements if an acquisition is completed.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interest in
Consolidated Financial Statements” (“SFAS 160”). SFAS 160
re-characterizes minority interests in consolidated subsidiaries as
non-controlling interests and requires the classification of minority interests
as a component of equity. Under SFAS 160, a change in control will be measured
at fair value, with any gain or loss recognized in earnings. The effective date
for SFAS 160 is for annual periods beginning on or after December 15,
2008.  Early adoption and retroactive application of SFAS 160 is for
annual periods beginning on or after December 15, 2008. Early adoption and
retroactive application of SFAS 160 to fiscal years preceding the effective date
are not permitted. The Company is evaluating the impact of adoption on its
consolidated financial statements.


9


CADUS
CORPORATION


Notes
to Condensed Consolidated Financial Statements





In April
2008, the FASB issued Staff Position No. FAS 142-3, “Determination of the Useful Life of
Intangible Assets”(“FSP FAS 142-3”).
FSP FAS 142-3
amends the factors considered in developing renewal or extension assumptions
used to determine the useful  life of a recognized intangible asset
under SFAS No. 142, “Goodwill and Other Intangible
Assets,” in order to improve the consistency between the useful life of
the recognized intangible asset and the period of expected cash flows used to
measure the fair value of the asset.  FSP FAS 142-3 applies to:
(1) intangible assets that are acquired individually or with a group of
other assets, and (2) intangible assets acquired both in business
combinations and asset acquisition. FSP FAS 142-3 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years.  Early adoption is
prohibited.  As a result, the company will apply the provisions of FSP
FAS 142-3 prospectively to intangible assets acquired on or after January 1,
2009.  The Company is currently evaluating the potential impact, if
any, the adoption of FSP FAS 142-3 may have on the Company’s consolidated
financial statements.


10




ITEM
      2.
            MANAGEMENT'S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





Overview





The
Company was incorporated in 1992 and until July 30, 1999, devoted substantially
all of its resources to the development and application of novel yeast-based and
other drug discovery technologies.  On July 30, 1999, the Company sold
its drug discovery assets and ceased its internal drug discovery operations and
research efforts for collaborative partners.





At March
31 2009, the Company had an accumulated deficit of approximately $34.8
million.  The Company’s losses have resulted principally from costs
incurred in connection with its research and development activities and from
general and administrative costs associated with the Company’s
operations.  These costs have exceeded the Company’s revenues and
interest income.  As a result of the sale of its drug discovery assets
and the cessation of its internal drug discovery operations and research efforts
for collaborative partners, the Company ceased to have research funding revenues
and substantially reduced its operating expenses.  The Company expects
to generate revenues in the future only if it is able to license its
technologies.





Results
of Operations





Three
Month Ended March 31, 2009 and 2008.





Revenues





Revenues
for the three months ended March 31, 2009 and 2008 were $100,000, which is the
annual maintenance fee from OSI.





Costs
and Expenses





General
and administrative expenses decreased to $182,467 for the three months ended
March 31, 2009 from $245,276 for the same period in 2008.  Patent
costs decreased by $19,340, accounting and legal expenses decreased by $27,416,
consulting costs decreased by $8,987 due to the reduced cost in 2009 for an
internal control consultant to conform with Section 404 of the Sarbanes-Oxley
Act.  There were net other decreases of $7,066.





For the
three months ended March 31, 2009, the Company recognized income of $328 in its
investment in Laurel Partners Limited Partnership.  The income for the
same period in 2008 was $2,276.





Interest
Income





Interest
income for the three months ended March 31, 2009 was $29,101 compared to
interest income of $236,518 for the same period in 2008.  This
decrease is attributable primarily to significant lower interest rates earned on
invested funds.





Net
(Loss)





Net loss
for the three months ended March 31, 2009 was $72,572 compared to a net loss of
$207,996 for the same period in 2008.  The decrease in net loss can be
principally attributed to a decrease in general and administrative expenses of
$62,809 and the 2008 loss on write down of securities of $279,906 offset by a
decrease in interest income of $207,417.


11





Liquidity
and Capital Resources





At March
31, 2009, the Company held cash and cash equivalents of $20.7 million and
short-term investments of $3.6 million.  The Company's working capital
at March 31, 2009 was $24.2 million.





The
Company believes that its existing capital resources, together with interest
income, will be sufficient to support its operations through the end of
2010.  This forecast of the period of time through which the Company's
financial resources will be adequate to support its operations is a
forward-looking statement that may not prove accurate and, as such, actual
results may vary.  The Company's capital requirements may vary as a
result of a number of factors, including the transactions, if any, arising from
the Company's efforts to acquire or invest in companies and income-producing
assets and the expenses of pursuing such transactions.





Item
      3.
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET
RISK





The
Company's earnings and cash flows are subject to fluctuations due to changes in
interest rates primarily from its investment of available cash balances in money
market funds with portfolios of investment grade corporate and U.S. government
securities.  The Company does not believe it is materially exposed to
changes in interest rates.  Under its current policies the Company
does not use interest rate derivative instruments to manage exposure to interest
rate changes.





Item
      4T.
            CONTROLS AND
      PROCEDURES





Based on
the evaluation of the Company’s disclosure controls and procedures conducted as
of the end of the period covered by this report on Form 10-Q, the Company’s
President and Chief Executive Officer, who also performs the functions of a
principal financial officer, concluded that the Company’s disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under
the Securities Exchange Act of 1934) are effective.  In addition,
there has been no change in the Company’s internal control over financial
reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934) that occurred during the period covered by this report on
Form 10-Q that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.  It
should be noted that any system of controls, however well designed and operated,
can provide only reasonable assurance, and not absolute assurance, that the
objectives of the system are met.  In addition, the design of any
control system is based in part upon certain assumptions about the likelihood of
future events.  Because of these and other inherent limitations of
control systems, there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.


12


PART II - OTHER
INFORMATION





ITEM
1.  LEGAL PROCEEDINGS.





None.





ITEM
1A.  RISK FACTORS.





There were no material changes from the
risk factors previously disclosed in our Annual Report on Form 10-K for the
period ended December 31, 2008 as filed with the Securities and Exchange
Commission on March 31, 2009.





ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.





None.





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES.





None.





ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.





None.





ITEM
5.  OTHER INFORMATION.





None.





ITEM
6.  EXHIBITS.





The Exhibits listed in the Exhibit
Index are included in this quarterly report on Form 10-Q.


13


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





CADUS
      CORPORATION(Registrant)Dated:  May
      15, 2009
              
              By:
              /s/ David BlitzDavid
      BlitzPresident and Chief Executive
      Officer (Authorized
                Officer and Principal Financial
      Officer)


14


EXHIBIT
INDEX





The following exhibits are filed as
part of this Quarterly Report on Form 10-Q:





Exhibit No.
                
                Description31
                
                Certifications32
                
                Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002


15