SecProbe.io

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						January 7, 2005

Malcolm H. Phillips, Jr.
CDEX Inc.
1700 Rockville Pike, Suite 400
Rockville, Maryland 20852

Re:	CDEX Inc.
	Registration Statement on Form SB-2
	Filed December 30, 2004
	File No. 333-121796

Dear Mr. Phillips:

      We have the following comments on your filing.  Please note
that we have limited our review to the matters addressed in our
comments below.  We anticipate at this time that no further review
of
your registration statement will be made other than a review of
your
responses to these comments.  Note that we may have further
comments
on these issues.

Selling Shareholders - Page 35 to 36

1. We note that your selling shareholders table will be completed
by
amendment.  Please confirm our assumption that you intend to file
a
completed selling shareholders table prior to submitting a request
for acceleration of the effective date of the registration
statement.

Financial Statements

2. Please update your financial statements to comply with Item
310(g)
of Regulation S-B.

      As appropriate, please amend your registration statement in
response to these comments.  Please furnish a cover letter with
your
amendment that keys your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in your filing to be certain that they
have provided all information investors require for an informed
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 the pending 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
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please
provide
this request at least two business days in advance of the
requested
effective date.

	If you have any questions, please call Tim Buchmiller at
(202)
824-5354.

							Sincerely,

							Russell Mancuso
							Branch Chief

cc:	Jeffrey A. Rinde, Esq. (via fax)
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CDEX Inc.
January 7, 2005
Page 2

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