SecProbe.io

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Mail Stop 7010

November 16, 2005

Via U.S. mail and facsimile

Mr. Christopher d`Arnaud-Taylor
Chief Executive Officer
Xethanol Corporation
1185 Avenue of the Americas, 20th Floor
New York, NY 10036

Re: 	Xethanol Corporation
Registration Statement on Form SB-2
Filed October 21, 2005
File No. 333-129191

Form 10-Q for the quarter ended September 30, 2005
Filed November 14, 2005
File No. 000-50154

Dear Mr. d`Arnaud-Taylor:

      We have limited our review of your filings to those issues
we
have addressed in our comments.  Where indicated, we think you
should
revise your filings in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Statement on Form SB-2

General

1. We note that you have registered 303,556 shares of your common
stock that you issued to Fusion Capital as a commitment fee under
the
common stock purchase agreement.  We also note that Fusion Capital
is
restricted in its ability to transfer or sell these shares for a
period of at least 25 months.  It appears to us, therefore, that
the
registration of these shares is premature at this time.  Please
delete these shares from your registration statement.  See Rule
415(a)(2) of Regulation C.

2. Please be advised that following the effectiveness of your
registration statement, you must file a prospectus supplement:

* to reflect changes in the equity line arrangement with Fusion
Capital, such as increases or decreases in the Daily Purchase
Amount,
your exercise of a put right with respect to the Block Purchase
Amount and the suspension of Fusion Capital`s obligation to
purchase
shares, and

* to reflect changes in selling stockholder information, including
the sale of material amounts of securities.

Cover Page of Registration Statement

3. We note the disclosure in footnote 6 to the registration fee
table.  Please provide us with a copy of your calculation of the
maximum offering price per share with respect to the shares
issuable
upon conversion of your royalty income notes and exercise of your
warrants.  See Rule 457(g) of Regulation C.

Summary, page 1

4. This section is very detailed and lengthy and provides too much
information for summary disclosure.  In particular, we note the
subsections "Our Business" and "Corporate History and Recent
Developments."  Your summary section should provide a brief
overview
of the most important aspects of your business and the key aspects
of
your offering.  Please revise accordingly.

Fusion Capital Common Stock Purchase Agreement, page 5

5. We note that you may not sell shares to Fusion Capital if the
shares to be issued in connection with a sale would result in
Fusion
Capital owning more than 9.9% of your outstanding common stock.
Please disclose the 9.9% threshold and the number of shares that
Fusion Capital would have to own to reach this threshold.
6. Please disclose that Fusion Capital`s sales of shares will
likely
cause the market price of your common stock to decline and that
such
a decline will cause you to issue additional shares to Fusion
Capital.  In this regard, please disclose in your summary section
the
table set forth on page 58 of your prospectus.

Special Note Regarding Forward-Looking Information, page 16

7. We note the disclaimer set forth in the last sentence.  You may
not disclaim any obligations under the federal securities laws.
Please revise accordingly.

Use of Proceeds, page 18

8. Please describe in greater detail the anticipated use of the
net
proceeds you may receive under the common stock purchase
agreement.
Please also describe how you will allocate these net proceeds
based
on an assumed range of net proceeds.  See Item 504 of Regulation
S-B.

Principal and Selling Stockholders, page 46

9. Please revise this section heading to clarify that this section
only discusses your selling stockholders.  In this regard, we note
the "Stock Ownership" section on page 42.

10. Please disclose how the selling stockholders received the
shares
to be offered for resale.  Alternatively, please provide cross
references to this information.

11. Please advise us as to whether any entity listed in your
selling
stockholder table is a broker-dealer or an affiliate of a broker-
dealer.  If a selling stockholder is a broker-dealer, your
prospectus
should state that the selling stockholder is an underwriter.  If a
selling stockholder is an affiliate of a broker-dealer, please
provide the following representations in your prospectus:

* the selling stockholder purchased the securities to be resold in
the ordinary course of business; and
* at the time of the purchase of the securities to be resold, the
selling stockholder had no agreements or understandings, directly
or
indirectly, with any person to distribute the securities.

If you are unable to make these representations, please state that
the selling stockholder is an underwriter.

12. Please add a line item to your table that provides the total
for
each column in the selling stockholder table.
13. Please revise the line item for each of Susan Danehower,
Jeffrey
S. Langberg, Kelly Langberg, W. Scott Smith and Christopher
d`Arnaud-
Taylor to provide the number of shares that they will beneficially
own after your offering.

14. The number of shares set forth in the column entitled "Shares
Registered in this Offering" does not appear to total the number
of
shares set forth in the line item entitled "Selling Stockholders
as a
Group."  We note that the column appears to total 19,717,382
shares.
Please revise accordingly.

The Fusion Transaction, page 57

15. Please expand the disclosure in this section to discuss the
alternative financing methods you considered prior to deciding to
enter into an equity line of credit arrangement with Fusion
Capital
and why you ultimately decided to enter into an equity line of
credit
arrangement with Fusion Capital.

16. Please provide an explanation of whether or not Fusion Capital
or
any of its affiliates is an affiliate of your company.  Please
tell
us if your answer would be different if you disregarded any caps
on
ownership of your securities to which Fusion Capital is subject.

17. Please explain how Fusion Capital and the company decided upon
the dollar amount of the equity line agreement.  Please state your
belief regarding whether or not Fusion Capital will provide the
company with the total dollar amount available under the equity
line
agreement.  Please provide us with all press releases, transcripts
and other communications directed to the market regarding the
equity
line agreement and other transactions with Fusion Capital along
with
an explanation of how you have represented the potential proceeds
under the equity line agreement and other transactions to the
market.

18. Please disclose whether any condition or event of default
listed
in Section 7 or 9 of the common stock purchase agreement may be
waived by Fusion Capital.

19. We note Section 4(e) of the common stock purchase agreement
regarding direct or indirect short-selling or hedging of your
common
stock.  Please confirm to us that neither Fusion Capital nor its
affiliates will sell your common stock prior to purchase as
opposed
to prior to having a contractual obligation to purchase such
shares.

Plan of Distribution, page 61

20. We note the disclosure in the fifth paragraph of this section.
Pursuant to the requirements of Item 512 of Regulation S-B and as
stated in Part II of your registration statement, you must file a
post-effective amendment to your registration statement once
informed
of a material change from the information set forth with respect
to
the plan of distribution.  Please revise accordingly.

21. We note the disclosure in the third last paragraph of this
section.  Please revise to clarify that each selling stockholder
is
subject to the applicable provisions of the Exchange Act and its
regulations, including Regulation M.

Part II - Information Not Required In Prospectus

Item 24. Indemnification of Directors and Officers, page II-1

22. This section should summarize the applicable provisions of law
and your charter documents, rather than merely repeat the
provisions.
Please revise accordingly.

Item 26. Recent Sales of Unregistered Securities, page II-3

23. Please disclose the information required by Item 701(d) with
respect to the sale of the royalty income notes.  Please also
describe the facts on which you relied to make the exemption
available with respect to the Fusion Capital transaction.

24. Please disclose the information required by Item 701 of
Regulation S-B for any options or warrants issued during the past
three years.

Item 27. Exhibits, page II-4

25. There are several exhibits omitted from this section that are
listed in the Exhibit Index to your registration statement.
Please
revise accordingly.

26. We note that you are registering shares issuable upon
conversion
of warrants.  Please file each of these warrants as an exhibit to
your registration statement.

Item 28. Undertakings, page II-5

27. Please revise paragraph (a)(1) to delete the reference to
"prospectus" and in its place insert "registration statement."
See
Item 512(a)(1) of Regulation S-B.

28. Please delete the undertaking set forth in paragraph (b) of
this
section.

Exhibit 5.1

29. Please have counsel revise the first sentence of the first
paragraph of its opinion to include the SEC file number of your
registration statement.
30. Please have counsel revise the opinion set forth in paragraph
(ii) of its opinion to identify with greater specificity the
shares
to which the opinion applies.  In this regard, we note the opinion
merely refers to "shares of Common Stock."

31. Please have counsel revise the opinion set forth in paragraph
(ii) of its opinion to delete the statement that the shares will
be
"binding obligations."

Form 10-Q for the quarter ended September 30, 2005

Item 3. Controls and Procedures

32. We note that your CEO and CFO concluded that your disclosure
controls and procedures were "effective to provide reasonable
assurances that information required to be disclosed in the
Company`s
reports filed under the Exchange Act...is recorded, processed,
summarized and reported within the time periods specified in the
U.S.
Securities and Exchange Commission`s rules and forms."  We have
the
following comments:

* This description appears to be based on the definition of
disclosure controls and procedures set forth in Rule 13a-15(e)
under
the Exchange Act.  As described, however, the evaluation does not
fully conform to the definition in the rule.  Specifically, the
description does not indicate that your disclosure controls and
procedures are designed to ensure that information is accumulated
and
communicated to management, including the principal executive and
financial officers, as appropriate to allow timely decisions
regarding required disclosure.  Please confirm this to us and
revise
accordingly.  Alternatively, you may simply state that your
certifying officers concluded on the applicable date that your
disclosure controls and procedures were effective.
* Please revise to state clearly, if true, that your disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives.  In the alternative, please remove
the
reference to the level of assurance of your disclosure controls
and
procedures.  Please refer to Section II.F.4 of Management`s
Reports
on Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-
8238,
which is available on our website at www.sec.gov.

33. In light of the fact that material weaknesses existed in your
internal control over financial reporting, please disclose in
reasonable detail the basis for your certifying officers`
conclusions
that your disclosure controls and procedures were nonetheless
effective as of the end of the period covered by your quarterly
report.
34. We note the disclosure in the fourth and fifth paragraphs and
have the following comments:

* Please disclose when the material weaknesses began.

* Please disclose in greater detail the material weaknesses and
their
impact on your financial statements.

* Please disclose the specific steps you have taken to remediate
the
material weaknesses.

35. We note your disclosure in the third paragraph.  Please revise
to
state clearly, if correct, that there were changes in your
internal
control over financial reporting that occurred during the quarter
ended September 30, 2005 that materially affected, or are
reasonably
likely to materially affect, your internal control over financial
reporting.  See Item 308(c) of Regulation S-B.

*	*	*	*

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
that is filed on EDGAR with your amendments that keys your
responses
to our comments and provides any requested information.  Detailed
cover letters greatly facilitate our review.  Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities Act
and
the Exchange Act and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of its registration statement,
it
should furnish a letter, at the time of such request,
acknowledging
that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filings or in response to our comments on your filings.

      We will consider a written request for acceleration of the
effective date of your registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they relate to the proposed public offering of the securities
specified in your registration statement.