Sec Form 3 Filing - Emerson Steve @ DYADIC INTERNATIONAL INC - 2007-10-31

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 Emerson Steve 2. Issuer Name and Ticker or Trading Symbol DYADIC INTERNATIONAL INC [ DIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1522 ENSLEY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2007 (Street) LOS ANGELES, CA90024 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 66,100 ( 1 ) I ( 2 ) These shares are held through the Emerson Family Foundation. Common Stock, par value $0.001 per share 13,400 ( 1 ) I ( 2 ) These shares are held through the J. Steven Emerson Investment Account. Common Stock, par value $0.001 per share 354,900 ( 1 ) I ( 2 ) These shares are held through the J. Steven Emerson IRA Rollover II. Common Stock, par value $0.001 per share 615,200 ( 1 ) I ( 2 ) These shares are held through the J. Steven Emerson Roth IRA. Common Stock, par value $0.001 per share 72,500 ( 1 ) I ( 2 ) These shares are held through Emerson Partners.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acqu ired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants to purchase shares of Common Stock $ 6.33 ( 3 ) 06/01/2010 Common Stock, par value $0.001 per share 10,000 I ( 2 ) These warrants are held through the Emerson Family Foundation Warrants to purchase shares of Common Stock $ 6.33 ( 3 ) 06/01/2010 Common Stock, par value $0.001 per share 50,000 I ( 2 ) These warrants are held through the J. Steven Emerson IRA Rollover II Warrants to purchase shares of Common Stock $ 6.33 ( 3 ) 06/01/2010 Common Stock, par value $0.001 per share 110,000 I ( 2 ) These warrants are held through the J. Steven Emerson Roth IRA Warrants to purchase shares of Common Stock $ 6.33 ( 3 ) 06/01/2010 Common Stock, par value $0.001 per share 10,000 I ( 2 ) These warrants are held through Emerson Partners

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Emerson Steve 1522 ENSLEY AVENUE LOS ANGELES, CA90024 X Signatures By:J. Steven Emerson/s/ J. Steven Emerson 11/13/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is filing this Form 3 with respect to that certain Voting Agreement dated as of October 31, 2007 of which J. Steven Emerson is a party (which was filed as an exhibit to the Schedule 13D filed on November 13, 2007 (the "Schedule 13D")). The Reporting Person may be deemed to have shared power to vote or to direct the vote of the shares of common stock (including shares of common stock issuable upon exercise or conversion of derivative securities exercisable or convertible within 60 days) which are the subject of such Voting Agreement (collectively, the "Subject Shares"). The Subject Shares are described in the Schedule 13D. ( 2 )J. Steven Emerson has voting authority over the shares of common stock and over the warrants of the issuer held by the Emerson Family Foundation, the J. Steven Emerson Investment Account, the J. Steven Emerson IRA Rollover II, J. Steven Emerson Roth IRA, and Emerson Partners. J. Steven Emerson may be deemed to be the beneficial owner of the shares of common stock beneficially owned by those entities. ( 3 )While the warrants reported on Table II of this Form 3 are exercisable immediately, such warrants are subject to exercise limitations that preclude the holder thereof from utilizing its exercise rights to the extent that it would beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) in excess of 9.999% of the common stock, giving effect to such exercise.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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