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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 of 15(d) of the
                         Securities Exchange Act of 1934


                                 March 17, 2010
                ------------------------------------------------
                Date of Report (date of earliest event reported)


                                  CYTODYN INC.
              ----------------------------------------------------
              Exact name of Registrant as Specified in its Charter

         Colorado                 000-49908                 75-3056237
---------------------------    ---------------     ---------------------------
State or Other Jurisdiction    Commission File     IRS Employer Identification
     of Incorporation              Number                    Number


                  1511 Third Street, Santa Fe, New Mexico 87505
           ----------------------------------------------------------
           Address of Principal Executive Offices, Including Zip Code

                                 (505) 988-5520
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               Registrant's Telephone Number, Including Area Code

                                 Not applicable
           -----------------------------------------------------------
           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:

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

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

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

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






ITEM 7.01  REGULATION FD DISCLOSURE.

     The Company issued a press release on March 17, 2010, (attached hereto as
Exhibit 99.3) regarding the humanization of the Company's lead product
Cytolin(R). The Company believes that a fully-humanized version is necessary for
the clinical trial that is expected to follow the current one being conducted at
Massachusetts General Hospital. Therefore the Company has entered into a
manufacturing agreement with Vista Biologicals Corporation The cost for fully
humanizing the product will be approximately $229,500 to be paid over the course
of the manufacturing process. The Company expects to have its proprietary,
fully-humanized version of Cytolin(R) ready for bulk manufacturing this Autumn
in time for the follow-up clinical trial. Based on the advice of its patent
attorneys, the Company believes its fully-humanized product will be eligible for
a new patent to complement and extend its existing portfolio of intellectual
property. The Company will be applying for a new patent on the humanized version
of Cyolin(R).


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements of Businesses Acquired.

          Not Applicable.

     (b)  Pro Forma Financial Information

          Not Applicable.

     (c)  Shell Company Transactions

          Not Applicable.

     (d)  Exhibits

     Exhibit 99   Press Release regarding the Company's Enrollment Open for
                  Clinical Trial of Cytolin(R) dated January 19, 2010


                                    SIGNATURE

     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 hereunto duly authorized.

                                             CYTODYN INC.



Date:  March 17, 2010                        By: /s/ Allen D. Allen
                                                 -----------------------------
                                                 Allen D. Allen
                                                 President and CEO