SecProbe.io

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[LOGO]                                           111 E. Wacker Drive, Suite 2800
Shefsky                                                  Chicago, Illinois 60601
& Froelich                                    Tel 312.527.4000  Fax 312.527.2015
  Attorneys at Law                                            www.shefskylaw.com

                                                                  Susan W. Wiles

                                                          Direct: (312) 836-4192
                                                       Facsimile: (312) 275-7616
                                                   E-mail: swiles@shefskylaw.com

                                                                IN REFERENCE TO:
                                                                    027779-00001

                               September 13, 2005

Via Facsimile: (202) 772-9217 and EDGAR

Mr. Joseph Roesler
Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         Re:      Xechem, Inc.
                  Form 10-KSB for Fiscal Year ended December 31, 2004
                  Filed On April 15, 2005
                  Form 8-K Filed on January 27, 2004
                  File No. 000-23788

Dear Mr. Roesler,

         I am writing on behalf of our client Xechem International, Inc. (the
"Company"), in response to your comment letter dated August 22, 2005 and our
telephone conversation of September 7, 2005. We responded, in writing, to your
comment letter on Friday, September 2, 2005. We had a telephone conversation
with you on Wednesday, September 7, 2005 to discuss questions you have regarding
the Company's response to Comment 3. We are responding to the questions you
raised during that conversation in this transmission.

         For your convenience, we have reprinted the text of Comment 3 in your
letter of August 22, 2005, in italics, followed by the Company's response.

Form 10-KSB for the year ended December 31, 2004

Consolidated Financial Statements

Notes to Consolidate Financial Statements

(9) Investments in Unconsolidated Affiliates

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September 13, 2005
Page 2

(B) CepTor Corporation, page F-38

Form 8-K Filed January 27, 2004

         3. We note from your 8-K the Company intended to file the audited
financial statements of CepTor pursuant to Rule 3-05 of Regulation S-X. It
appears that you have not filed the financial statements. Please tell us why you
have not filed the financial statements.

         The Company concluded that the CepTor Corporation ("CepTor")
acquisition qualifies as an acquisition of assets rather than an acquisition of
a business, and as such the Company was not required to file audited financial
statements pursuant to Rule 3-05 of Regulation S-X.

         Section 210.3-05(a)(2) of Regulation S-X provides that application of
the rule (and the obligation to file audited financial statements) is a factual
question which turns upon whether a "business" has been acquired, as set forth
in Section 210.11-01(d). For purposes of Section 210.3-05(a)(2), "the term
business should be evaluated in light of the facts and circumstances involved
and whether there is sufficient continuity of the acquired entity's operations
prior to and after the transactions so that the disclosure of prior financial
information is material to an understanding of future operations." Among the
facts and circumstances which should be considered in evaluating whether an
acquisition of a lesser component of an entity constitutes a business are the
following:

         (1) whether the nature of the revenue producing activity of the
component will remain generally the same as before the transaction; or

         (2) whether any of the following attributes remain with the component
after the transaction. These attributes include: (a) physical facilities; (b)
employee base; (c) market distribution system; (d) sales force; (e) customer
base; (f) operation rights; (g) production techniques; and (h) trade names.

Facts.

         On December 23, 2003, the Company entered into an Agreement and Plan of
Merger with CepTor. As consideration for receiving all of the capital stock of
CepTor, the Company issued 6,000 shares of its Class C Series 7 Voting Preferred
Stock (the "Series 7 Stock") to the existing shareholders of CepTor. Each share
of Series 7 Stock has a stated value of $1,000, for an aggregate stated value of
the Series 7 Stock of $6,000,000. Series 7 Stock shareholders are entitled to
receive dividends at the rate paid on the Company's common stock, whenever funds
are legally available and when and as described by the board of directors. The
Series 7 Stock has a liquidation preference equal to the stated value plus all
accrued and unpaid dividends. The Series 7 Stock may be converted at any time at
the rate of one share of Series 7 Stock for 5,000 fully paid and non-assessable
shares of common stock. The Company initially valued the Series 7 Stock at
$6,000,000 which is the stated/liquidation value. The Company did not consider
the value of shares of common stock which would be received upon conversion.

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September 13, 2005
Page 3

Discussion.

         In determining whether its was required to file audited financial
statements, the Company first considered whether after the transaction the
nature of the revenue producing activity of the component remained generally the
same as before the transaction. The Company concluded that it did not. Since the
date of inception, CepTor had not generated revenue from the sale of product.
The company's activities were funded through debt and equity issuances and
grants. CepTor had a de minimis amount of cash and prepaid expenses and two
notes payable all of which were acquired by the Company. CepTor had developed
intellectual properties, some of which were protected under patents--but no
product. Accordingly, CepTor did not have an operating business structure,
current distribution channel, a customer base or significant plant, property and
equipment. Therefore, because there were no revenues and no operating business,
the Company concluded that it was not required to file audited financial
statements.

         The Company next considered whether the following attributes associated
with an operating business remained with the component after the transaction.
These attributes include: (a) physical facilities; (b) employee base; (c) market
distribution system; (d) sales force; (e) customer base; (f) operation rights;
(g) production techniques; and (h) trade names, and are addressed independently
below. At the time of the acquisition, CepTor had no operations. In fact, the
Company determined that the fair value of CepTor resided in the intellectual
properties/assets acquired rather than its value as an "operating business."
Further, upon completion of the acquisition, the Company took steps intended to
transform CepTor's assets (intellectual property) into an operating business.
The going-forward business plan included seeking and obtaining the funding
necessary to continue further research, establish a corporate headquarters
(which has since been established in Maryland), identify and provide an
executive management infrastructure, develop a product, identify partners and
contractors for the manufacture and distribution of product (once approved for
sale), and hire the talent necessary to create a viable operating business.

         Many of the attributes described above and discussed below did not
attach to CepTor at the time of the acquisition (as there was no operating
business), and those that did apply changed following the acquisition. Because
the operating attributes did not exist prior to the acquisition, and changed
subsequent to the transaction, the Company concluded that CepTor was not an
operating business and consequently no audited financial statements need be
filed.

         (a) The physical facilities of CepTor changed after the acquisition.
Prior to the acquisition, the two employees of CepTor performed their research
at the lab facilities of the universities at which they taught. After the
acquisition, post-acquisition CepTor employees (which did not include the
pre-acquisition research analysts) performed their research at company
facilities.

         (b) The identity and number of employees changed after the acquisition.
Prior to the acquisition, CepTor had two individuals who performed research for
the company. Following the acquisition, the Company hired a new staff of
individuals to coordinate the research program, oversee clinical and regulatory
operations, conduct business development and manage business affairs of the
company including its management, finance and administration. The two original
research analysts were terminated as employees and hired as consultants to the
company.

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September 13, 2005
Page 4

         (c) CepTor did not have a market distribution system prior to the
acquisition.

         (d) CepTor did not have a customer base prior to the acquisition.

         (e) There are no operation rights.

         (f) CepTor did not have production techniques prior to the acquisition.

         (g) CepTor used its name prior to and after the acquisition, although
no consideration was assigned to the name at the time of the acquisition.

         Under the guidance provided, the Company determined that CepTor had
neither the revenues, nor many of the other attributes normally associated with
an operating business. In fact, the Company deemed the acquisition to be one of
assets rather than that of a business. As such, the Company concluded that it
was not required to file audited financial statements.

         The Company acknowledges that it is responsible for the adequacy and
accuracy of the disclosure in the filings; that staff comments or changes to
disclosure in response to staff comments in the filings reviewed by the staff do
not foreclose the Commission from taking any action with respect to the filing;
and the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
                                         Best regards,

                                         SHEFSKY & FROELICH LTD.

                                         /s/ Susan W. Wiles
                                         ---------------------------------------
                                             Susan W. Wiles

cc:      Jim Rosenberg
         Mary Mast
         Ramesh C. Pandey, Ph.D.
         Mitchell D. Goldsmith, Esq.
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