UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K CURRENT REPORT

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~October~~September 2128, ~~2009 (October 1, 2009)~~2010

METAMORPHIX, INC. (Exact name of Registrant as Specified in its Charter)


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 Powdermill Road, Suite 320, Beltsville, Maryland, 20705
(Address of Principal Executive Offices)

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


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

4061 Powder Mill Road, Suite 320, Beltsville, Maryland, 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~~ [ ] Soliciting 8material pursuant –to ~~Other~~Rule ~~Events~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~ [ ] Pre-commencement ~~8.01~~communications pursuant –to ~~Other~~Rule ~~Events~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On [ ] Pre-commencement ~~October 21,~~communications ~~2009,~~pursuant ~~the~~to ~~Company~~Rule ~~distributed~~13e-4(c) under the ~~attached~~Exchange ~~public~~Act ~~announcement,~~(17 aCFR ~~copy of which is attached as Exhibit 99~~240.1.13e-4(c))

Section 98 – ~~Financial~~Other ~~Statements~~Events ~~and~~ Item ~~Exhibits~~8.01 – Other Events.

~~Item~~ On ~~9.01(d)~~September –28, ~~Exhibits~~2010, the Company distributed the attached letter to its investors.

Exhibit No.	Exhibit Description
99.1	Public Announcement, dated October 21, 2009

Section 9 – Financial Statements and Exhibits

Item 9.01(d) – Exhibits.

The following exhibit is included herein.

Exhibit 99.1 Letter to Investors

[Signature Page Follows.]

Signatures

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

	~~METAMORPHIX, INC.~~	METAMORPHIX, INC.
Date: October 21, 2009	By:	/s/ Edwin C. Quattlebaum
Date: September 28, 2010	By:	/s/ Edwin C. Quattlebaum
		Edwin C. Quattlebaum,
		President and Chief Executive Officer


Index to Exhibits

Exhibit No.	Description
Exhibit 99.1	Letter to Investors

Filing Compare · MetaMorphix Inc.