Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  DAIMLERCHRYSLER CORP MASTER RETIREMENT TRUST
2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2006
3. Issuer Name and Ticker or Trading Symbol
NEUROLOGIX INC/DE [NRGX]
(Last)
(First)
(Middle)
C/O STATE STREET CORPORATION, 225 LIBERTY STREET, 24TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10281
6. Individual or Joint/Group Filing(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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock   (1)   (2) Common Stock 2,808,569 $ (1) D  
Warrants   (3) 05/10/2013 Common Stock 926,966 $ 2.05 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DAIMLERCHRYSLER CORP MASTER RETIREMENT TRUST
C/O STATE STREET CORPORATION
225 LIBERTY STREET, 24TH FLOOR
NEW YORK, NY 10281
    X    

Signatures

Steve W. Sovany, VP, State Street Bank and Trust Company, directed trustee 05/22/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Each share of Series C Preferred Stock (the "Series C Stock") is currently convertible at the option of the holder into approximately 19.66 shares of Common Stock.
(2) Each share of Series C Stock shall automatically be converted into shares of Common Stock upon the approval of (i) holders of at leat 70% of the outstanding Series C Preferred Stock or (ii) immediately prior to the closing of a underwritten public offering of Issuer's Common Stock at a price of at least $5.65 per share (subject to adjustment in the event of any stock split, recapitalization, reclassification or similar event) and that results in gross proceeds of at least $50 million.
(3) Warrants are currently exercisable at the option of the holder.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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