Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
KAPLITT MARTIN J DR
 2. Issuer Name and Ticker or Trading Symbol
NEUROLOGIX INC/DE [NRGX:OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O NEUROLOGIX, INC., ONE BRIDGE PLAZA		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010
(Street)


FORT LEE, NJ 07024		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 07/14/2009   G5 120,000 (1) D $ 0 2,195,610 (2) I By trust (3)
Common Stock 07/14/2009   G5 40,000 A $ 0 40,000 (2) I By irrevocable gift trust (4)
Common Stock 07/14/2009   G5 40,000 A $ 0 40,000 (2) I By self as UGMA custodian for immediate family member
Common Stock 07/14/2009   G5 40,000 A $ 0 40,000 (2) I By self as UGMA custodian for immediate family member
Common Stock             103,291 (2) D  
Common Stock 04/29/2010   G 90,000 (5) D $ 0 2,105,610 I By trust (3)
Common Stock 04/29/2010   G 30,000 A $ 0 70,000 I By irrevocable gift trust (4)
Common Stock 04/29/2010   G 30,000 A $ 0 70,000 I By self as UGMA custodian for immediate family member
Common Stock 04/29/2010   G 30,000 A $ 0 70,000 I By self as UGMA custodian for immediate family member
Common Stock             103,291 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KAPLITT MARTIN J DR
C/O NEUROLOGIX, INC.
ONE BRIDGE PLAZA
FORT LEE, NJ 07024		   X      

Signatures

/s/ Martin J. Kaplitt 02/04/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Of the shares gifted by the reporting person on July 14, 2009, 40,000 were gifted to an irrevocable gift trust for the benefit of an immediate family member of the reporting person, 40,000 were gifted to a custodial account for the benefit of an immediate family member of the reporting person under the Uniform Gifts to Minors Act and 40,000 were gifted to a custodial account for the benefit of another immediate family member of the reporting person under the Uniform Gifts to Minors Act. The reporting person is a trustee of the irrevocable gift trust and the custodian for each of the custodial accounts.
(2) As of December 31, 2009.
(3) Shares held in a family trust of which the reporting person and his wife are the sole trustees and the reporting person is the sole beneficiary.
(4) Shares held in an irrevocable gift trust of which the reporting person is a trustee and an immediate family member of the reporting person is the sole beneficiary.
(5) Of the shares gifted by the reporting person on April 29, 2010, 30,000 were gifted to an irrevocable gift trust for the benefit of an immediate family member of the reporting person, 30,000 were gifted to a custodial account for the benefit of an immediate family member of the reporting person under the Uniform Gifts to Minors Act and 30,000 were gifted to a custodial account for the benefit of another immediate family member of the reporting person under the Uniform Gifts to Minors Act. The reporting person is a trustee of the irrevocable gift trust and the custodian for each of the custodial accounts.

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