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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1. Name and Address of Reporting Person *   KELLEY BERNARD J 2. Date of Event Requiring Statement (Month/Day/Year) 04/21/2010 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) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 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 24,998 (1) D Â

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)	10/18/2015	Common Stock	16,666 (1)	$ 1.05 (1)	D	Â
Stock Option (right to buy)	  (3)	01/26/2017	Common Stock	16,666 (1)	$ 2.45 (1)	D	Â
Stock Option (right to buy)	  (2)	06/19/2017	Common Stock	5,000 (1)	$ 2.45 (1)	D	Â
Stock Option (right to buy)	  (4)	01/29/2018	Common Stock	16,666 (1)	$ 10.5 (1)	D	Â
Stock Option (right to buy)	  (5)	06/02/2019	Common Stock	16,666 (1)	$ 7.46 (1)	D	Â
Stock Option (right to buy)	  (6)	02/11/2020	Common Stock	16,666 (1)	$ 10.92 (1)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KELLEY BERNARD J C/O CODEXIS, INC. 200 PENOBSCOT DRIVE REDWOOD CITY, CA 94063	  X	Â	Â	Â

Signatures

/s/ Bernard J. Kelley		04/21/2010
**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)	Reflects a 2-for-3 reverse stock split of the Issuer's outstanding securities effected immediately prior to the effectiveness of the Issuer's S-1 Registration Statement (Commission File No. 333-164044).
(2)	100% of the shares subject to the option are fully vested and exercisable.
(3)	100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest according to the following schedule: 25% of the shares subject thereto vest on January 1, 2008, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested on January 1, 2011.
(4)	100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest according to the following schedule: 25% of the shares subject thereto vest on January 1, 2009, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested on January 1, 2012.
(5)	100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest according to the following schedule: 25% of the shares subject thereto vest on January 1, 2010, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested on January 1, 2013.
(6)	100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest according to the following schedule: 25% of the shares subject thereto vest on January 1, 2011, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested on January 1, 2014.

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