SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   October 10, 2006  Mr. Allen D. Allen President CytoDyn, Inc. 227 E. Palace Ave., Suite M Santa Fe, NM 87501

 Re: CytoDyn, Inc.
 Item 4.01 Form 8 -K filed September 20, 2006
 File No. 001-13441

Dear Mr. Allen:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments. If
you disagree, we will consider your explanation as to why our comments are inapplicable
or revisions are unnecessary. In some of our  comments, we ask you to provide us with
information so we may better  understand your disclosure.
  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  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.01 Form 8-K filed October 6, 2006

 1. Please revise your filing to state explicitly whether during your two most recent
fiscal years ended May 31, 2006 and subse quent interim period through the date
of resignation there were any disagr eements with Cordovano and Honeck, LLP,
as described in Item 304(a)(1)(iv)(A) of Regulation S-B.  You should specify the
“interim period” as the “inter im period through October 3, 2006.”
 2. Please also revise your filing to state e xplicitly whether during your two most
recent fiscal years ended May 31, 2006 a nd subsequent interim period through

Mr. Allen D. Allen
CytoDyn, Inc. October 10, 2006 Page 2
 October 3, 2006 you consulted Pender Newk irk & Company, LLP with respect to
any of the matters described in It em 304(a)(2) of Regulation S-B.

*    *    *    *
Please revise your filing and provide us  the information requested within 5
business days of the date of this letter or tell us when you will provide a response prior to
the expiration of the 5-day period. Please furn ish a letter with your response that keys
your response to our comments.  Detailed letters greatly faci litate our review.  You should
furnish the letter to us via EDGAR under the form type label CORRESP.  Please
understand that we may have additional comm ents after reviewing your response to our
comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that 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 co mments, please provide, in your letter, 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 do not hesitate to call me at (202) 551-3657.

 Sincerely,
          A m y  C .  B r u c k n e r          S t a f f  A c c o u n t a n t