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~~March 2218, ~~2010~~2011 (~~September~~March 3018, ~~2010~~2011)


	METAMORPHIX, INC.

(Exact name of Registrant as Specified in its Charter)

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

4061 Powdermill 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)

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 1 – Registrant’s Business and Operations

Item 1.03 – Bankruptcy or Receivership

On January 28, 2010, ~~certain~~an involuntary ~~creditors~~bankruptcy ofpetition was filed against MetaMorphix, Inc. ~~(the~~by ~~“Company”)~~a ~~filed~~group of anjunior ~~involuntary~~secured ~~petition~~note ~~for~~holders ~~bankruptcy~~in ~~relief~~the ~~under~~U.S. ~~Chapter~~Bankruptcy 7Court offor ~~title~~the 11District of Delaware ~~the~~(Case ~~United~~No. ~~States~~10-10273). ~~Code~~Since (that filing, the ~~“Bankruptcy~~Company ~~Code”)~~has intried to reach ~~the~~agreement ~~United~~on ~~States~~a ~~Bankruptcy~~plan ~~Court~~of ~~for~~reorganization with the ~~District~~secured ofcreditors. ~~Delaware~~To this end, the ~~docketed~~Company asconverted ~~Case~~the ~~No.~~case ~~10-10273.~~into Ona Chapter 11 on September 30, 2010, (and shortly thereafter, filed its plan of reorganization. The filed plan required reaching consensual agreement with the ~~“Order~~secured ~~for~~note ~~Relief~~holders ~~Date”~~and obtaining Debtor in Possession (DIP), financing for the Company to exit bankruptcy. The Company was unable to reach a consensual agreement with the ~~consent~~secured note holders regarding a plan of reorganization. Additionally, the Company was also unable to secure Debtor in Possession (DIP) financing, under terms acceptable to the ~~bankruptcy~~secured ~~court~~note ~~entered~~holders, anthat ~~Order~~was ~~for~~required ~~Bankruptcy Relief~~to ~~and~~exit from bankruptcy. As the Company ~~case~~did ~~was~~not ~~converted~~have sufficient funds to acontinue ~~case~~its ~~under~~operations, ~~Chapter~~the 11Company was left with no alternative other than a sale of ~~the~~its assets within the Bankruptcy ~~Code~~Court. ~~Since~~The U.S. Bankruptcy Court approved the ~~Order~~procedures for ~~Relief~~the sale ~~Date~~on February 2, ~~the~~2011. Bids for sale of Company ~~has~~assets ~~managed~~were ~~its~~received ~~affairs~~on March 3, 2011 and ~~remained~~an inauction ~~possession~~was ofheld ~~its~~on ~~assets~~March as8, a2011, ~~debtor~~Branhaven inLLC, ~~possession~~a company ~~pursuant~~formed to 11represent Uthe interests of the 12.~~S.C.~~5% senior secured note §§holders, ~~1107~~had ~~and~~the ~~1108~~winning bid for all of the Company’s assets. Closing is to take place on Friday, March 18, 2011.

~~Signatures~~Section 8 – Other Events

Item ~~Pursuant~~8.01 to– ~~the~~Other ~~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.~~ Events

		METAMORPHIX, INC.
Date:	October 22, 2010	By:	/s/ Edwin C. Quattlebaum
			Edwin C. Quattlebaum,
			President and Chief Executive Officer

On March 18, 2011, the Company distributed the attached letter to its investors.

Section 9 – Financial Statements and Exhibits

Item 9.01(d) – Exhibits

The following exhibit is included herein.

Exhibit 99.1 Letter to Investors

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.

Date: March 18, 2011	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.