UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 8-K

                                   ----------

                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) January 11, 2006

                                   ----------

                         POLYDEX PHARMACEUTICALS LIMITED
             (Exact name of registrant as specified in its charter)

                                   ----------


 Commonwealth of the Bahamas              1-8366                    None
(State or other jurisdiction     (Commission File Number)       (IRS Employer
      of incorporation)                                      Identification No.)


                   421 Comstock Road
               Toronto, Ontario, Canada                     M1L 2H5
       (Address of principal executive offices)           (Zip Code)

                                 (416) 755-2231
              (Registrant's telephone number, including area code)


          (Former name or former address, if changed since last report)

--------------------------------------------------------------------------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 4.01.  Changes in Registrant's Certifying Accountant.

      (a) On January 11, 2006, Polydex  Pharmaceuticals  Limited (the "Company")
was informed that its independent  registered  accounting  firm,  Sloan Partners
LLP, is in the process of merging  its  reporting  issuer  audit  practice  into
Schwartz Levitsky Feldman LLP, a registered accounting firm having its principal
office in Toronto,  Ontario,  Canada. The relationship of the Company with Sloan
Partners  LLP  has  consequently  been  terminated  due  to  this  merger.  This
termination did not involve a dispute between the Company and Sloan Partners LLP
over accounting policies or practices.

            The independent audit report of the Company's independent registered
accounting firm on the  consolidated  financial  statements of the Company as of
and for the fiscal  years  ended  January  31, 2005 and 2004 did not contain any
adverse or  disclaimer  of opinion  and were not  qualified  or  modified  as to
uncertainty,  audit scope or accounting principles.  During the two fiscal years
ended  January 31, 2005 and during the interim  period from that date to January
11, 2006, there were no disagreements with the Company's independent  registered
accounting firm on any matter of accounting  principles or practices,  financial
statement disclosure or auditing scope or procedure,  which disagreements if not
resolved to the satisfaction of the Company's independent  registered accounting
firm, would have caused the Company's independent  registered accounting firm to
make reference to the subject matter of the disagreements in connection with its
report. No reportable events described under Item 304(a)(1)(v) of Regulation S-K
occurred  within the two fiscal  years  ended  January  31,  2005 and during the
period from that date to January 11, 2006.

            Sloan Partners LLP has reviewed the preceding statements, and a copy
of the  response of Sloan  Partners LLP is attached as Exhibit 99.1 to this Form
8-K.

      (b) Effective  January 11, 2006, the Company,  upon the  recommendation of
the Audit  Committee of its Board of Directors,  has engaged  Schwartz  Levitsky
Feldman LLP as its independent registered accounting firm to audit the Company's
financial statements.  In the two fiscal years ended January 31, 2005 and during
the  interim  period  from that date to January  11,  2006,  the Company did not
consult Schwartz Levitsky Feldman LLP on any matter.

Item 9.01.        Financial Statements and Exhibits.

       (c)        Exhibits.

         Exhibit   No.     Description

         99.1              Response of Sloan Partners LLP

<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:  January 17, 2006

                                        POLYDEX PHARMACEUTICALS LIMITED

                                        By:      /s/  George G. Usher
                                                 --------------------------
                                                 George G. Usher
                                                 Chairman, President and
                                                 Chief Executive Officer

<PAGE>

Exhibit Index

         Exhibit   No.     Description

         99.1              Response of Sloan Partners LLP
{"company-data": {"conformed-name": "POLYDEX PHARMACEUTICALS LTD/BAHAMAS", "cik": "0000317158", "assigned-sic": "2834", "irs-number": "000000000", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08366", "film-number": "06531940"}, "business-address": {"street1": "421 COMSTOCK ROAD", "street2": "SCARBOROUGH", "city": "ONTARIO CANADA", "state": "A6", "zip": "M1L 2H5", "phone": "4167552231"}, "mail-address": {"street1": "421 COMSTOCK ROAD", "street2": "SCARBOROUGH", "city": "ONTARIO CANADA", "state": "A6", "zip": "M1L 2H5"}, "former-company": [{"former-conformed-name": "POLYDEX CHEMICALS LTD/BAHAMAS", "date-changed": "19840411"}, {"former-conformed-name": "TRADING IN TANDEM WITH POLYDEX CHEMICALS LTD/CANADA", "date-changed": "19840411"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 8-K

                                   ----------

                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) January 11, 2006

                                   ----------

                         POLYDEX PHARMACEUTICALS LIMITED
             (Exact name of registrant as specified in its charter)

                                   ----------

 Commonwealth of the Bahamas              1-8366                    None
(State or other jurisdiction     (Commission File Number)       (IRS Employer
      of incorporation)                                      Identification No.)

                   421 Comstock Road
               Toronto, Ontario, Canada                     M1L 2H5
       (Address of principal executive offices)           (Zip Code)

                                 (416) 755-2231
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)

--------------------------------------------------------------------------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 4.01.  Changes in Registrant's Certifying Accountant.

      (a) On January 11, 2006, Polydex  Pharmaceuticals  Limited (the "Company")
was informed that its independent  registered  accounting  firm,  Sloan Partners
LLP, is in the process of merging  its  reporting  issuer  audit  practice  into
Schwartz Levitsky Feldman LLP, a registered accounting firm having its principal
office in Toronto,  Ontario,  Canada. The relationship of the Company with Sloan
Partners  LLP  has  consequently  been  terminated  due  to  this  merger.  This
termination did not involve a dispute between the Company and Sloan Partners LLP
over accounting policies or practices.

            The independent audit report of the Company's independent registered
accounting firm on the  consolidated  financial  statements of the Company as of
and for the fiscal  years  ended  January  31, 2005 and 2004 did not contain any
adverse or  disclaimer  of opinion  and were not  qualified  or  modified  as to
uncertainty,  audit scope or accounting principles.  During the two fiscal years
ended  January 31, 2005 and during the interim  period from that date to January
11, 2006, there were no disagreements with the Company's independent  registered
accounting firm on any matter of accounting  principles or practices,  financial
statement disclosure or auditing scope or procedure,  which disagreements if not
resolved to the satisfaction of the Company's independent  registered accounting
firm, would have caused the Company's independent  registered accounting firm to
make reference to the subject matter of the disagreements in connection with its
report. No reportable events described under Item 304(a)(1)(v) of Regulation S-K
occurred  within the two fiscal  years  ended  January  31,  2005 and during the
period from that date to January 11, 2006.

            Sloan Partners LLP has reviewed the preceding statements, and a copy
of the  response of Sloan  Partners LLP is attached as Exhibit 99.1 to this Form
8-K.

      (b) Effective  January 11, 2006, the Company,  upon the  recommendation of
the Audit  Committee of its Board of Directors,  has engaged  Schwartz  Levitsky
Feldman LLP as its independent registered accounting firm to audit the Company's
financial statements.  In the two fiscal years ended January 31, 2005 and during
the  interim  period  from that date to January  11,  2006,  the Company did not
consult Schwartz Levitsky Feldman LLP on any matter.

Item 9.01.        Financial Statements and Exhibits.

       (c)        Exhibits.

         Exhibit   No.     Description

         99.1              Response of Sloan Partners LLP
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:  January 17, 2006

                                        POLYDEX PHARMACEUTICALS LIMITED

                                        By:      /s/  George G. Usher
                                                 --------------------------
                                                 George G. Usher
                                                 Chairman, President and
                                                 Chief Executive Officer
Exhibit Index

         Exhibit   No.     Description

         99.1              Response of Sloan Partners LLP