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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 28, 2010


METAMORPHIX, INC.
(Exact name of Registrant as Specified in its Charter)


Delaware	000-51294	52-1923417
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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)

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))

Section 8 – Other Events

Item 8.01 – Other Events.

On September 28, 2010, 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: September 28, 2010	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

MetaMorphix Inc. 8-K