SecProbe.io

CORRESP
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filename1.htm

      Robert
        H. Cohen

      212-801-6907

      CohenR@gtlaw.com

      December
        19, 2005

      VIA
        EDGAR TRANSMISSION

      Andrew
        Schoeffler, Esq.

      Chris
        Edwards, Esq.

      Office
        of
        Chief Counsel

      Division
        of Corporation Finance

      Securities
        and Exchange Commission

      100
        F
        Street, N.E.

      Washington,
        D.C. 20549

      Mail
        Stop: 7010

                Re:

                Re:
                  Xethanol Corporation

      Amendment
        No. 2 to Registration Statement

      on
        Form SB-2 (File No. 333-129191)

      Ladies
        and Gentlemen:

      On
        behalf
        of Xethanol Corporation, a Delaware corporation (the “Registrant”), we transmit
        herewith for filing with the Securities and Exchange Commission (the
“Commission”), pursuant to Section 6 of and Regulation C under the Securities
        Act of 1933, as amended (the “Securities Act”), and Rule 101(a)(1)(i) of
        Regulation S-T under the Commission's Electronic Data Gathering and Retrieval
        System (EDGAR), one complete electronic version of Amendment No. 2 (“Amendment
        No. 2”) to the Registrant’s Registration Statement on Form SB-2 (No.
        333-129191), originally filed with the Commission on October 21, 2005, as
        amended by Amendment No. 1 thereto (“Amendment No. 1”), filed on December 6,
        2005 (together, the “Registration Statement”), including one complete electronic
        version of the exhibits listed as filed therewith, for the registration under
        the Securities Act of the offer and resale of up to 19,765,603 shares of
        the
        Registrant’s common stock, par value $.001 per share (the “Common
        Stock”).

      Amendment
        No. 2 responds to the comments heretofore received from the Commission’s staff
        (the “staff”) by a letter dated December 14, 2005 (the “Comment Letter”) with
        respect to the Registration Statement. For the staff’s convenience, the staff’s
        comments have been restated below in bold type (the numbers thereof
        corresponding to the numbers of the staff’s comments contained in the Comment
        Letter) and the responses to each comment appear immediately below such comment.
        For the further convenience of the staff, to the extent there have occurred
        pagination changes with respect to certain text contained in the Registration
        Statement, the Registrant has indicated in each response the new page numbers
        on
        which the beginning of such revised text now appears in Amendment No. 2.
        All
        capitalized terms used and not defined herein have the respective meanings
        assigned to them in the Comment Letter.

      The
        Registrant notes that an aggregate filing fee of $11,500.74 was paid
        by the
        Registrant in two payments. On October 21, 2005, the Registrant paid $10,918.59
        and, concurrently with the filing of Amendment No. 2 on the
        date
        hereof, the Registrant is paying $582.15, each by wire transfer
        to the
        Commission’s depository account maintained at Mellon Bank N.A. (Receiving Bank
        ABA No. 04300261) in connection with the filing of the Registration Statement
        and Amendment No. 2, respectively, with the Commission on such
        dates.

      Three
        courtesy copies of Amendment No. 2, marked to show changes made to Amendment
        No.
        1 as filed with the Commission on December 6, 2005, together with three
        hardcopies of this letter, are concurrently being provided to the staff via
        overnight courier to the attention of Andrew Schoeffler, Esq., Staff
        Attorney.

        Andrew
          Schoeffler, Esq.

        Chris
          Edwards, Esq.

        December
          19, 2005

        Page
          2

      The
        Comment Letter

      Registration
        Statement on Form SB-2

      Cover
        Page of Registration Statement

                1.

                We
                  read your response to comment three of our letter dated November
                  16, 2005
                  and note that your calculation of the registration fee does not
                  appear to
                  conform to the requirements of Rule 457(g). In this regard, we
                  note that
                  you are required to use the highest amount of the three options
                  set forth
                  in the second sentence of Rule 457(g). Based on those alternatives,
                  it
                  appears that the highest amount was either option (2) or (3). Hence,
                  you
                  should have calculated your registration fee based on a price of
                  $4.95 per
                  share. Please revise your table
                  accordingly.

      The
        Registrant has revised the Registration Fee table, as requested.
Accordingly,
        concurrently with the filing of Amendment No. 2 on the date hereof, the
        Registrant is paying by wire transfer to the Commission’s depository account at
        Mellon Bank N.A. an additional amount of $582.15 which, together with the
        $10,918.59 paid by the Registrant on October 21, 2005, represents the entire
        applicable registration fee required to be paid in connection with the
        Registration Statement.

      Selling
        Stockholders, page 45

                2.

                We
                  read your response to comment 11 or our letter dated November 16,
                  2005 and
                  note that it appears that you are unable to make the representations
                  set
                  forth in our comment. As such, please identify Brookstreet Securities
                  Corporation as an underwriter throughout your prospectus, including
                  on the
                  cover page.

      The
        Registrant has identified Brookstreet Securities Corporation as an underwriter
        throughout the prospectus, as requested.

                3.

                The
                  number of shares beneficially owned by Mr. Jed Schultz after your
                  offering
                  does not appear to be correct. Please revise
                  accordingly.

      The
        Registrant has revised the referenced disclosure, as requested, and has added
        clarifying disclosure relating to Mr. Schutz's beneficial ownership in
        Footnote 61, on page 52 of Amendment No. 2.

                4.

                Please
                  disclose the natural persons with dispositive voting or investment
                  control
                  of C&H Capital and Stern &
                  Co.

      The
        Registrant has revised the referenced disclosure, as requested, in Footnotes
        17
        and 67 on pages 50 and 53, respectively, of Amendment No.2.

        Andrew
          Schoeffler, Esq.

        Chris
          Edwards, Esq.

        December
          19, 2005

        Page
          3

      The
        Fusion Transaction, page 54

                5.

                We
                  read your response to comment 16 of our letter dated November 16,
                  2005.
                  Please revise your response to address the fact that Fusion Capital
                  has
                  the right to acquire 5,000,000 shares of your common
                  stock.

      The
        Registrant respectfully submits that pursuant to its common stock purchase
        agreement with Fusion Capital (the “Agreement”), Fusion Capital has the
obligation, not the “right” to acquire $40,000 of the Registrant’s common
        stock per trading day, subject to the Registrant’s suspension or decrease of
        such amount, which is in the sole discretion of the Registrant. The specific
        number of shares to be issued each trading day is based on a formula in the
        Agreement for determining the purchase price of such shares to be issued.
        The
        nature of the obligation is a “put” by the Registrant to Fusion Capital, not a
“call” or any other right on the part of Fusion Capital to purchase any
        securities of the Registrant. Accordingly, Fusion Capital does not have the
        right to acquire any shares of the Registrant’s common stock pursuant to
        the Agreement.

      As
        set
        forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
        a
        person shall be deemed the beneficial owner of a security, if that person
        has
        the right
        to
        acquire beneficial ownership of such security within 60 days. For the reasons
        discussed above, Fusion Capital does not have the right to acquire beneficial
        ownership of any shares of the Registrant’s common stock on the date hereof
        or within 60 days from the date hereof under the terms of the Agreement and,
        accordingly, is not the beneficial owner of the
        5,000,000 shares of the Registrant's common stock (representing the maximum
        number of shares which the Registrant has the right to require Fusion Capital
        to
        purchase over the entire term of the Agreement) subject to the Agreement.
        Furthermore, Fusion Capital has no representatives on the Registrant’s board of
        directors and has no agreement, arrangement or understanding with the Registrant
        or any other person that would vest Fusion Capital with control of the
        Registrant. Accordingly, the Registrant respectfully submits that Fusion
        Capital
        is not an “affiliate” of the Registrant (as such term is defined in Rule 501
        under the Securities Act).

      Item
        26. Recent Sales of Unregistered Securities, page II-1

                6.

                Please
                  provide the information required by Item 701(d) of Regulation S-B
                  with
                  respect to the options you have issued under your equity compensation
                  plan. In the regard, we note the disclosure in the last sentence
                  of the
                  second paragraph.

      The
        Registrant has added the referenced disclosure, as requested, on page II-2
        of
        Amendment No.2.

      Item
        27. Exhibits, page II-3

                7.

                It
                  appears that certain exhibits have been incorporated by reference
                  to
                  Exchange Act filings. Please identify the incorporated exhibits
                  and the
                  filing to which you incorporate by reference. See Item 601(a)(2)
                  of
                  Regulation of Regulation
                  S-B.

      The
        Registrant has added the referenced disclosure, as requested, on page II-4
        of
        Amendment No.2.

      *   *   *   *

        Andrew
          Schoeffler, Esq.

        Chris
          Edwards, Esq.

        December
          19, 2005

        Page
          4

      The
        Registrant hereby acknowledges and undertakes to comply with the requirements
        of
        Rules 460 and 461 under the Securities Act with respect to requests for
        acceleration of effectiveness of the Registration Statement.

      Should
        any member of the staff have any questions or comments concerning this filing
        or
        the materials transmitted herewith, or desire any further information or
        clarification in respect of Amendment No. 2, please do not hesitate to contact
        the undersigned.

      Very
        truly yours,

      /s/
        Robert H. Cohen

      Robert
        H. Cohen

      cc:
         Christopher
        d'Arnaud Taylor

      Lawrence
        Bellone

      Jonathan
        Cope

      Steven
        G.
        Martin

      Fred
        Starker