UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC 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~~Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~October~~November 2829, 2011

Neurologix, Inc.

(Exact ~~Name~~name of Registrant as Specified in its Charter)

Delaware	000-13347	~~000~~06-~~13347~~1582875	~~06-1582875~~
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
		One Bridge Plaza, Fort Lee, New Jersey	07024
		(Address of Principal Executive Offices)	(Zip Code)

One Bridge Plaza, Fort Lee, New Jersey 07024

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (201) 592-6451

(Former Name or Former Address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102(b) and (c). Departure ~~Entry~~of ~~into~~Directors aor ~~Material~~Certain ~~Definitive~~Officers; ~~Agreement~~Appointment of Certain Officers.

AsOn ~~previously~~November ~~disclosed~~29, in2011, aMessrs. ~~Current~~Adrian ~~Report~~Adams, onChief ~~Form~~Executive ~~8-K~~Officer ~~filed~~and ~~with~~Chairman of the ~~Securities~~Board, and ~~Exchange~~Andrew ~~Commission~~I. ~~on December 6~~Koven, ~~2010~~President, ~~Neurologix,~~Chief ~~Inc.~~Administrative ~~(the~~Officer ~~“Company”)~~and ~~issued~~a ~~secured~~director, ~~senior~~notified ~~convertible promissory notes (~~the ~~“Notes”)~~Board ~~in an aggregate principal amount~~ of $7Neurologix,~~000,000~~ toInc. ~~General Electric Pension Trust~~ (the “GECompany”), ~~Corriente~~of ~~Master~~their ~~Fund,~~decision ~~L.P.~~to ~~(“Corriente”)~~voluntarily ~~and~~resign ~~Palisade~~from ~~Concentrated~~all ~~Equity~~such ~~Partnership II, L~~positions.P. ~~(“Palisade,”~~On ~~and~~November ~~together with GE and Corriente~~30, 2011 (the “~~Investors~~Effective Date”), onMessrs. ~~December~~Adams 6,and ~~2010~~Koven ~~pursuant~~submitted to athe ~~Note~~Board ~~and~~written ~~Warrant~~resignations ~~Purchase~~reflecting ~~Agreement (~~the ~~“Purchase Agreement”)~~foregoing. ~~The~~In ~~Investors,~~connection orwith ~~affiliated~~their ~~entities thereof~~resignations, ~~are~~the ~~each~~Board ~~existing~~waived ~~stockholders of~~ the ~~Company~~requirement ~~and~~in ~~each,~~their oremployment ~~affiliated~~agreements ~~entities~~that ~~thereof,~~they ~~beneficially~~provide ~~owns~~the ~~greater~~Company ~~than~~with ~~10%~~30 ~~of the Company~~days’s ~~common~~written ~~stock,~~notice ~~par~~of ~~value~~their ~~$0.001~~intent ~~per~~to ~~share,~~voluntarily onterminate antheir ~~as-converted basis~~employment.

On ~~October~~November 2829, 2011, the ~~Company~~Board ~~and~~appointed ~~the~~Clark ~~Investors~~A. ~~entered~~Johnson ~~into~~as ~~the~~Chief ~~First~~Executive ~~Amendment~~Officer ~~to Note~~ and ~~Warrant~~Chairman ~~Purchase~~of ~~Agreement~~the ~~and~~Board, ~~Secured~~which ~~Senior~~appointment ~~Convertible~~became ~~Promissory~~effective ~~Notes~~upon (the ~~“Amendment”). The~~resignation ~~Amendment extends the maturity~~ of ~~the~~Mr. ~~Notes~~Adams from ~~October~~such ~~31,~~positions ~~2011~~on tothe ~~December~~Effective ~~31, 2011~~Date. ~~This~~ Mr. Johnson ~~summary~~will isserve ~~qualified~~at inthe ~~its~~pleasure ~~entirety~~of bythe ~~reference~~Board toand ~~the~~will ~~full~~not ~~text~~receive ofany ~~the~~compensation ~~Amendment~~for ~~attached~~acting ~~hereto~~in assuch ~~Exhibit 10~~capacity.1.

~~The~~Mr. ~~Company~~Johnson, isage ~~currently~~80, ~~seeking~~has ~~financing~~been ~~from~~a director of the ~~Investors~~Company since February 2004, asand ~~well~~previously served as ~~other~~Vice ~~third~~Chairman ~~parties,~~of the Board until his resignation from such position in ~~order~~September to2011. ~~raise~~Mr. Johnson ~~additional~~also ~~capital~~served ~~that~~as isPresident ~~necessary~~and toChief ~~fund~~Executive Officer of the Company’s ~~operations~~from March 2010 to September 2011. ~~The~~ ~~Company~~Mr. Johnson ~~previously~~served ~~disclosed~~as ~~that~~a ifdirector itof ~~could~~PSS ~~not~~World ~~obtain~~Medical, ~~additional~~Inc., ~~funding~~a ~~for~~national ~~its~~distributor ~~operations~~of bymedical ~~October~~equipment 31and supplies to physicians, ~~2011~~hospitals, ~~then~~nursing ithomes, ~~might~~and ~~not~~diagnostic beimaging ~~able~~facilities, from September 1999 to ~~continue~~March 2007, also becoming its Chairman in October 2000. From August 1985 to June 1998, Mr. Johnson served as Chief Executive Officer of Pier 1 Imports, a ~~going~~specialty ~~concern.~~retailer ~~The~~of ~~Company~~imported ~~can~~decorative ~~provide~~home nofurnishings, ~~assurance~~gifts ~~that~~and itrelated ~~will~~items, bealso ~~successful~~becoming its Chairman in ~~obtaining~~1988. ~~additional~~Currently, ~~financing~~Mr. ~~The~~ Johnson ~~Company~~serves ~~will~~on ~~need~~the toboards ~~obtain~~of ~~additional~~directors ~~funds~~of tovarious beprivate ~~able~~companies, toincluding ~~continue~~World ~~its~~Factory, ~~operations~~Inc., an international sourcing and product development company specializing in outdoor living and hardware products, ~~based~~Brain Twist Inc., a specialty drink development company and Lydian Bank & Trust Holding Co., a wealth management firm. Previously, Mr. Johnson served on the boards of directors of REFAC Optical Group, a provider of managed vision and professional eye care products and services and an ~~updated~~affiliate ~~assessment~~of Palisade Capital Management, L.L.C. (“PCM”) and MetroMedia International Group, an international telecommunications company. Mr. Johnson owns 5% of the preferred, non-voting equity interest in PCM, which is an affiliate of the Company’s. ~~financial~~Mr. Johnson ~~condition~~has exhibited, ~~may~~through ~~not~~his becareer, significant success in managing companies and making them profitable. He also has been a ~~position~~substantial toinvestor ~~continue~~in ~~beyond~~various private equity opportunities. His long-term history with the ~~end~~Company, ofits ~~November~~directors, ~~2011~~management ~~without~~and ~~such~~investors, his prior role as President and Chief Executive Officer, and his extensive experience in utilizing capital markets to raise funds is extremely helpful as the Company seeks to raise the capital that is vital to support its continued operations.

There are no arrangements or understandings between Mr. Johnson, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Johnson was appointed as an officer of the Company. There are no family relationships between Mr. Johnson, on the one hand, and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer, on the other hand. No information is required to be disclosed with respect to Mr. Johnson pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1099.1 ~~First~~Resignation ~~Amendment~~Letter ~~to Note and Warrant Purchase Agreement and Secured Senior Convertible Promissory Notes, entered into as~~ of ~~October~~Adrian 28Adams, ~~2011,~~dated byNovember ~~and among Neurologix~~30, ~~Inc~~2011.~~, General Electric Pension Trust, Corriente Master Fund, L.P. and Palisade Concentrated Equity Partnership II, L.P.~~

~~Pursuant~~99.2 toResignation ~~the~~Letter ~~requirements~~ of ~~the~~Andrew ~~Securities~~I. ~~Exchange~~Koven, ~~Act~~dated ofNovember ~~1934~~30, ~~as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~2011.

	NEUROLOGIX, INC.
Date: October 31, 2011	By:	/s/ MARC L. PANOFF
	Name: Marc L. Panoff
	Title: Chief Financial Officer, Secretary and Treasurer

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.

	NEUROLOGIX, INC.


Date: November 30, 2011	By:	/s/ Marc L. Panoff
	Name:	Marc L. Panoff
	Title:	Chief Financial Officer, Secretary and Treasurer

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