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 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 *
  Dowd Brian Paul
 2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2012		 3. Issuer Name and Ticker or Trading Symbol
CODEXIS INC [CDXS]
(Last)
(First)
(Middle)
C/O CODEXIS, INC., 200 PENOBSCOT DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CFO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REDWOOD CITY, CA 94063		 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)
Common Stock 23,933 (1)
D
 

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
Stock Option (right to buy)   (2) 01/28/2018 Common Stock 5,333 $ 10.5 D  
Stock Option (right to buy)   (3) 05/21/2018 Common Stock 33,332 $ 11.85 D  
Stock Option (right to buy)   (4) 06/01/2019 Common Stock 19,999 $ 7.46 D  
Stock Option (right to buy)   (5) 02/10/2020 Common Stock 16,666 $ 10.92 D  
Stock Option (right to buy)   (6) 01/25/2021 Common Stock 15,000 $ 9.15 D  
Stock Option (right to buy)   (7) 03/06/2022 Common Stock 29,000 $ 3.56 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dowd Brian Paul
C/O CODEXIS, INC.
200 PENOBSCOT DRIVE
REDWOOD CITY, CA 94063		       Interim CFO  

Signatures

/s/ Doug Sheehy, as Attorney-in-Fact for Brian Dowd 03/12/2012
**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) Includes 22,500 restricted Stock Units. The Reporting Person is entitled to receive one (1) share of common stock for each one (1) restricted stock unit.
(2) Option is 100% vested and exercisable.
(3) Option vests with respect to 25% of the shares subject thereto on May 1, 2009, with 1/48 of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on May 1, 2012.
(4) Option vests with respect to 50% of the shares subject thereto on January 1, 2011, with 1/24 of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on January 1, 2013.
(5) Option vests with respect to 25% of the shares subject thereto on January 1, 2011, with 1/48 of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on January 1, 2014.
(6) Option vests with respect to 25% of the shares subject thereto on January 26, 2012, with 1/48 of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on January 26, 2015.
(7) Option vests with respect to 25% of the shares subject thereto on March 7, 2013, with 1/48 of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on March 7, 2016.

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