SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 6010         September 5, 2006   Mr. Wellington A. Ewen Chief Financial Officer  Cytodyn, Inc. 227 E. Palace Avenue, Suite M Santa Fe, New Mexico  87501

Re: Cytodyn, Inc.
 Item 4.02 Form 8-K
Filed September 1, 2006
 File No. 000-49908

Dear Mr. Ewen:
 We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to this comment.  If you disagree,
we will consider your explanation as to why our  comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comment or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.02(b)

1. Please disclose whether the audit committ ee, or the board of directors in the
absence of an audit committee, or authori zed office or officers, discussed with the
independent accountant the matters disclo sed in the filing as required by Item
4.02(b)(4).

 Please respond to this comment within five business days or tell us when you will
respond.  Please furnish a letter that responds  to our comment by providing the requested
information.  Detailed letters greatly facilitate our review.  Please file your letter on
EDGAR under the form type label CORRESP.   Please understand that we may have
additional comments after reviewin g your response to our comment.

Mr. Wellington A. Ewen
Cytodyn, Inc. September 5, 2006 Page 2   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     If you have any questions, please call me at (202) 551-3665.
        S i n c e r e l y ,            J. Todd Sherman        S t a f f  A c c o u n t a n t