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): ~~December~~February 628, ~~2006~~2007

Cyberkinetics Neurotechnology Systems, Inc.

(Exact name of registrant specified in charter)

Delaware	000-50505	13-4287300
(State of	(Commission File	(IRS Employer
Incorporation)	Number)	Identification No.)

100 Foxborough Blvd., Suite 240

Foxborough, MA 02035

(Address of principal executive offices) (Zip Code)

508-549-9981

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

¨ 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 51.0501 ~~Amendments~~Entry tointo ~~the Registrant’s Code of Ethics, or Waiver of~~ a ~~Provision~~Material ofDefinitive ~~the Code of Ethics~~Agreement

On ~~December 6~~February 28, ~~2006~~2007, ~~the Board~~ ~~of Directors of~~ Cyberkinetics ~~Neurotechnology Systems~~, Inc., ~~(the~~our ~~“Board”)~~wholly-owned subsidiary, entered ~~adopted~~into aan ~~new~~amendment ~~Code~~to ofits ~~Business~~lease ~~Conduct~~with ~~and~~100/200 ~~Ethics~~Foxborough ~~(the~~Boulevard ~~“Code”).~~Realty ~~The Code updates~~Trust ~~and~~extending ~~revises~~ the ~~previous~~termination ~~Code~~date offrom ~~Ethics~~May by31, ~~adopting~~2007 ~~numerous policies that address corporate responsibility and accountability~~ to ~~employees,~~May ~~customers~~31, ~~business~~ ~~partners and stockholders~~2008. The ~~Code applies to all employees and~~lease ~~officers~~is for ofapproximately ~~the~~7,769 ~~Company~~square asfeet ~~well~~of asoffice ~~all~~space ~~members~~and ofmonthly ~~the~~base ~~Company’s~~rent ~~Board of~~is ~~Directors~~$12,301. ~~Each employee~~Cyberkinetics, ~~officer~~Inc. ~~and~~has ~~director~~an ~~must~~option ~~certify~~to ~~his~~renew orfor ~~her~~one five year period ~~compliance~~at the ~~with~~then ~~the~~fair ~~Code~~market byvalue ~~signing~~with ana ~~annual~~180 ~~confirmation.~~day Aprior ~~copy~~written ofnotice. ~~the~~The ~~Code~~lease amendment is attached hereto as ~~Exhibit~~exhibit 9910.1.

ITEM 9.01 Financial Statements and Exhibits.

9910.1 ~~Code~~Amendment ~~of Business~~No. ~~Conduct~~2 to Lease Agreement between Cyberkinetics, Inc. and ~~Ethics~~100/200 ~~Adopted~~Foxborough Boulevard asRealty ofTrust, ~~December~~dated 6February 28, ~~2006.~~2007

SIGNATURES

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.

	Cyberkinetics Neurotechnology Systems, Inc.

	By:	/s/ Timothy R. Surgenor
	Name:	Timothy R. Surgenor
	Title:	President and Chief Executive Officer

Dated: ~~December~~March 126, ~~2006~~2007

Exhibit Index

Exhibit Description

Filing Compare · Cyberkinetics Neurotechnology Systems, Inc.