CytoDyn, Inc
227 E. Palace Avenue, Suite M
Santa Fe, NM 87501
(505) 988-5520 voice
(800) 417-7252 fax





September 7, 2006


Securities and Exchange Commission
Mail Stop 6010
Washington D.C. 20549

Attn: Division of Corporate Finance J. Todd Sherman

Re: CytoDyn, Inc. - SEC File No. 000-49908
    --------------------------------------

Dear Mr. Sherman:

Thank you for your fax of September 5, 2006 regarding our 8K filed September 1,
2006. We are pleased that you have reviewed our disclosures and have provided
advice to us to help us with compliance with Item 4.02(b) of Form 8K. Our
response is keyed to correspond to the comment in your letter and is preceded by
a reproduction of the corresponding Staff comment.

Item 4.02(b)
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1.       Please disclose whether the audit committee, or board of directors in
         the absence of an audit committee, or authorized office or officers,
         discussed with the independent accountant the matters disclosed in the
         filing as required by Item 4.02(b)(4).

Company's response
- ------------------

         The company's authorized officers did discuss the matters disclosed in
         the company's 8K that was filed September 1, 2006 with the independent
         auditor from Cordovano & Honeck. The discussions led to the disclosures
         as filed on the 8K. The authorized officers also communicated the
         matters disclosed with the audit committee. The officers and audit
         committee reviewed the disclosures as filed with the Commission and are
         fully aware of the matters disclosed. The officers, audit committee
         members and independent auditor are all in agreement with the
         disclosures filed.


Also in connection with the response to your fax of September 5, 2006, we
acknowledge that:

o    The company is responsible for the adequacy and accuracy of the disclosure
     in the filing

o    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;

o    The company may not assert staff comments as a defense in any proceeding
     initiated by the Commission or any person under federal securities laws of
     the United States.

Thank you for your assistance with our Form 8K disclosures filed September 1,
2006. Please let us know if you have any additional comments.

Best regards,


/S/ Wellington Ewen
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Wellington Ewen,
Chief Financial Officer
CytoDyn, Inc.