SecProbe.io

CORRESP
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filename1.htm

      Robert
        H. Cohen

      212-801-6907

      CohenR@gtlaw.com

      December
        27, 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. 3 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. 3 (“Amendment
        No. 3”) 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, filed on December 6, 2005 and Amendment
        No.
        2 thereto (“Amendment No. 2”), filed on December 19, 2005 (collectively, 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. 3 responds to the comments heretofore received from the Commission’s staff
        (the “staff”) by a letter dated December 21, 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. 3.
        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 on December 19, 2005, the Registrant paid an additional $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. 3, marked to show changes made to Amendment
        No.
        2 as filed with the Commission on December 19, 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
          27, 2005

        Page
          2

      The
        Comment Letter

      Registration
        Statement on Form SB-2

      Selling
        Stockholders, page 45

                1.

                Please
                  revise footnote 16 to the selling stockholders table to identify
                  Brookstreet Securities Corporation as an
                  underwriter.

                The
                  Registrant has revised the referenced disclosure, as
                  requested.

                2.

                We
                  read your response to comment 3 of our letter dated December 14,
                  2005. It
                  appears that Mr. Schutz beneficially owns 844,510 shares prior
                  to your
                  offering and that he is registering 284,922 shares in your offering.
                  As a
                  result, it appears that Mr. Schutz will beneficially own 559,588
                  shares
                  after your offering. Please revise accordingly. In addition, please
                  revise
                  the selling stockholders as a group line item
                  accordingly.

      The
        Registrant respectfully submits that the number of shares being registered
        by
        Jed Schutz and the number of shares Mr. Schutz will beneficially own following
        the offering are stated correctly in the beneficial ownership table. As the
        Registrant indicated in Footnote 61, Mr. Schutz is the beneficial owner of
        an
        aggregate of 429,585 shares of common stock, and 132,427 shares of common
        stock
        issuable upon the exercise of outstanding warrants. Of the 429,585 shares
        of
        common stock Mr. Schutz beneficially owns (not including warrant shares),
        only
        284,922 are being registered under this Registration Statement because the
        remaining 144,663 are currently freely tradable. Accordingly, the Registrant
        is
        registering for Mr. Schutz, the 284,922 shares of common stock and the 132,427
        shares issuable upon the exercise of warrants, totaling an aggregate of 417,349
        shares of common stock. As the beneficial ownership table assumes all shares
        being registered are being sold, following the offering Mr. Schutz remains
        the
        beneficial owner of the 144,663 shares of common stock which are not being
        registered in this Registration Statement. Accordingly, the Registrant submits
        that no change to the disclosure is necessary and respectfully requests the
        staff withdraw this comment.

      Plan
        of Distribution, page 58

                3.

                Please
                  revise to identify Brookstreet Securities Corporation as an
                  underwriter.

                The
                  Registrant has revised the referenced disclosure, as
                  requested.

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

                4.

                We
                  read your response to comment 6 from our letter dated December
                  14, 2005.
                  Please describe in greater detail the basis for the stated exemption.
                  Please also describe the facts upon which you relied to make the
                  exemption
                  available. For example, were all option recipients accredited investors,
                  as that term is defined in Regulation
                  D.

                The
                  Registrant has revised the referenced disclosure, as
                  requested.

      *   *   *   *

        Andrew
          Schoeffler, Esq.

        Chris
          Edwards, Esq.

        December
          27, 2005

        Page
          3

      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. 3, 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