UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~August~~October 2621, 2009 (~~August~~October 241, 2009)


METAMORPHIX, INC.

(Exact name of Registrant as Specified in its Charter)


Delaware	000-51294	52-1923417
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

4061 Powder Mill Road, Suite 320, Beltsville, MDMaryland, 20705 (Address of Principal Executive Offices)

Registrant’s telephone number, including area code (301) 617-9080

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


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

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

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

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

Section 5 -8 ~~Corporate~~– ~~Governance~~Other ~~and Management~~Events

Item 5 8.~~02(b)~~01 -– ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~August~~October 2421, 2009, ~~Peter Meyer, Co-Chairman of~~ the ~~Board~~Company ofdistributed ~~Directors (“Board”) of MetaMorphix, Inc. (“MetaMorphix” or~~ the ~~“Company”)~~attached ~~Board~~public ~~member since November 1998 and Co-Chairman since January~~announcement, ~~2005,~~a ~~informed~~copy ~~the Company that he would resign from the Board effective immediately. Mr. Meyer cited personal health reasons for his decision to resign. While the members~~ of ~~the Board and Executive team are~~which ~~saddened~~is byattached ~~this~~as ~~departure,~~Exhibit ~~they accept his decision and extend their gratitude and thanks to Peter for his loyalty, leadership, diligence and insightfulness during his long tenure~~99. ~~All the members of the MetaMorphix family wish him well~~1.

Section 9 – Financial Statements and Exhibits

Item 9.01(d) – Exhibits.


Exhibit No.	Exhibit Description


99.1	Public Announcement, dated October 21, 2009

[Signature Page Follows.]

Signatures

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

	METAMORPHIX, INC.	~~METAMORPHIX, INC.~~
Date: August 26, 2009		By:	/s/ Edwin C. Quattlebaum
Date: October 21, 2009	By:	/s/ Edwin C. Quattlebaum
			Edwin C. Quattlebaum, President and Chief Executive Officer
		Edwin C. Quattlebaum,
		President and Chief Executive Officer

Filing Compare · MetaMorphix Inc.