SecProbe.io

January 25, 2011
 Mr. Alan D. Allen President and Chief Executive Officer CytoDyn, Inc. 1511 Third Street Santa Fe, New Mexico 87505
Re: CytoDyn, Inc.
 Form 10-K filed December 3, 2010
File No. 000-49908

Dear Mr. Allen:
 We have reviewed your filing and have the following comments.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K

 General

1. We note you have not filed a proxy statem ent since at least 2007.  Since you are
registered with the Commission pursuant to Section 12 of the Exchange Act and, accordingly, subject to the proxy rules, pleas e provide an explanation why you have not
filed required proxy or information statemen ts and you intention w ith respect to the
future filing of such documents.   We may have additional comments.
 Directors, Executive Officers and Corporate Governance, page 45

2. Please confirm that your future filings will address the following:
 Provide a discussion of Dr. Pourhassan ’s, Messrs. Naydenov  and  Van Ness’
specific work experience for at least the past five years indicating the place and
period of employment; and
 Define the term “C level management position.”

Mr. Allen D. Allen CytoDyn, Inc. January 25, 2011 Page 2

 Audit Committee, page 47

3. Please confirm that your future filings will di sclose where shareholders can obtain and/or
view the charter for the audit committee.    We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Please contact John Krug, Senior Counsel, at  (202) 551-3862, or Dan Greenspan, Special
Counsel, at (202) 551-36 23 with any questions.

Sincerely,
     Jeffrey Riedler
Assistant Director