<PAGE>
                                                
As filed with the Securities and Exchange Commission on July 16, 1996
                                                       Registration No.33-      
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ----------------------

                           XECHEM INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)



               Delaware                              22-3284803
    (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                     Number)




                                100 Jersey Avenue
                              Building B, Suite 310
                             New Brunswick, NJ 08901
                                 (908) 247-3300
               (Address of principal executive offices) (Zip code)

                     Amended and Restated Stock Option Plan
                            (Full title of the plan)

                              Dr. Ramesh C. Pandey
                                    President
                                100 Jersey Avenue
                              Building B, Suite 310
                             New Brunswick, NJ 08901
                                 (908) 247-3300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                        ---------------------------------

                                   Copies to:
                           Michael H. Margulis, Esq.
                           Duane, Morris & Heckscher
                                  Suite 2125
                             122 East 42nd Street
                           New York, New York 10168
                                (212) 499-0414
                       ---------------------------------

      Approximate  date of commencement of proposed sale to the public:  As soon
as practicable after this Registration Statement becomes effective.
      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, check the following box [x]

<PAGE>


                        CALCULATION OF REGISTRATION FEE


Title of securitieAmounteto be  Proposed maximuProposed maximum   Amount of
registered         registered   offering price aggregate offerinregistration
                                 per share (1)    price (1)          fee
Common Stock, pa200,000 shares (2)  $ 1.00        $ 200,000        $ 68.97
                                    ------        ---------        -------
value $0.00001 per
share
==============================================================================

(1) Estimated solely for the purpose of calculating the registration  fee, based
on the  average of the high and low prices of the Common  Stock on July 12, 1996
as reported by NASDAQ, pursuant to Rules 457(c) and (h).

(2)   Represents additional shares registered under this Registration Statement.
  200,000 shares were previously registered under
Registration Statement File No. 33-87034 filed on December 6, 1994 and an 
additional 200,000 shares were registered under
Registration Statement File No. 33-93300 filed on June 9, 1995.






<PAGE>





                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The contents of the Registration Statements on Form S-8 (File Nos. 33-87034
 and 33-93300) previously filed are incorporated by
reference.


      Item 8.  Exhibits.

            5     Opinion of Duane, Morris & Heckscher

            23.1  Consent of Moore Stephens, P.C.  (included on Page II-2).

            23.2  Consent of Duane, Morris & Heckscher (included in Exhibit 5).

            24    Powers of Attorney.*

- -------------------------------
* Previously filed







<PAGE>



                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that is has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New Brunswick, State of New Jersey, on July 12, 1996.

                                          XECHEM INTERNATIONAL, INC.

                                          By:      /s/ Ramesh C. Pandey
                                                Ramesh C. Pandey
                                                President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.




   Signatures                Title                                       Date


   /s/ Dr. Ramesh C. Pandey  Chairman of the Board of Directors     July 12,1996
   ------------------------  Chief Executive Officer (Principal Executive
     DR. Ramesh c. Pandey    Officer), and Director


   /s/ Leonard A. Mudry     Vice President - Finance and Operations July 12,1996
   ------------------------                              -             
   Leonard A. Mudry         (Principal Financial and Accounting
                            Officer)


   /s/ Dr. Brian Arenare     Director                              July 12, 1996
   ---------------------- 
   Dr. Brian Arenare


   /s/ Lester A. Mitscher    Director                              July 12, 1996
   ---------------------
    Lester A. Mitscher








<PAGE>



                    CONSENT OF MORTENSON & ASSOCIATES, P.C.

      We consent to the reference to our firm under the caption AExperts@ and to
the incorporation by reference of our report dated April 1, 1996 with respect to
the  financial  statements  of Xechem  International,  Inc. in the  Registration
Statement (Form S-8).


Cranford, New Jersey                                        MOORE STEPHENS, P.C.
July 12, 1996                                       Certified Public Accountants






<PAGE>






                                                                     EXHIBIT 5

                            DUANE, MORRIS & HECKSCHER
                                Attorneys At Law
                                   Suite 2125
                              122 East 42nd Street
                            New York, New York 10168
                                 (212) 499-0410


                                                July 12, 1996






Xechem International, Inc.
100 Jersey Avenue
Building B, Suite 310
New Brunswick, NJ 08901

Dear Sirs:

      We are  acting  as  counsel  to Xechem  International,  Inc.,  a  Delaware
corporation  (the ACompany@),  in connection with the Registration  Statement on
Form  S-8  (the  ARegistration  Statement@)  filed  by  the  Company  under  the
Securities  Act of 1933, as amended,  and the rules and  regulations  thereunder
(the AAct@),  relating to the  registration  of 600,000 shares (the AShares@) of
Common Stock, par value $0.00001 per share, of the Company. The Shares are to be
issued by the Company upon exercise of options (the  AOptions@)  which have been
or may hereafter be granted to certain  employees of the Company pursuant to the
Company=s Amended and Restated Stock Option Plan (the APlan@).

      As  such  counsel,   we  have  participated  in  the  preparation  of  the
Registration   Statement,   and  have  reviewed  the  corporate  proceedings  in
connection  with the adoption of the Plan. We also have examined and relied upon
originals or copies,  certified or otherwise  authenticated to our satisfaction,
of all such corporate records,  documents,  agreements, and instruments relating
to the Company,  and certificates of public officials and of  representatives of
the  Company,  have made such  investigations  of law, and have  discussed  with
representatives of the Company and such other persons such questions of fact, as
we have  deemed  proper  and  necessary  as a basis  for the  rendering  of this
opinion.

      Based upon, and subject to, the foregoing,  we are of the opinion that (i)
the Shares  issuable  upon  exercise of currently  outstanding  Options are duly
authorized,  (ii) the Shares issuable upon exercise of Options hereafter granted
shall be duly  authorized  when the  Board of  Directors  of the  Company,  or a
committee  thereof then authorized to administer the Plan, shall have authorized
the grant of such Options and the issuance of Shares upon exercise thereof,  and
(iii) upon exercise of the Options in accordance  with the terms of the Plan and
such Options against payment of the exercise price thereunder,  and assuming due
authorization  in  the  case  of  Options  hereafter  granted,  compliance  with
applicable  securities  laws,  and no change in the  applicable law or pertinent
facts,  the Shares issued on such exercise will be validly  issued,  fully paid,
and non-assessable.

      We hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission promulgated thereunder.

                                          Very truly yours,

                                          DUANE, MORRIS & HECKSCHER






Dated:  July 12, 1996
<PAGE>
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{"company-data": {"conformed-name": "XECHEM INTERNATIONAL INC", "cik": "0000919611", "assigned-sic": "2836", "irs-number": "223284803", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08221", "film-number": "96595606"}, "business-address": {"street1": "100 JERSEY AVE E", "street2": "BLDG B STE 310", "city": "NEW BRUNSWICK", "state": "NJ", "zip": "08901", "phone": "9082473300"}, "mail-address": {"street1": "100 JERSEY AVE", "street2": "STE B310", "city": "NEW BRUNSWICK", "state": "NJ", "zip": "08901"}}
As filed with the Securities and Exchange Commission on July 16, 1996
                                                       Registration No.33-      
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ----------------------

                           XECHEM INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                              22-3284803
    (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                     Number)

                                100 Jersey Avenue
                              Building B, Suite 310
                             New Brunswick, NJ 08901
                                 (908) 247-3300
               (Address of principal executive offices) (Zip code)

                     Amended and Restated Stock Option Plan
                            (Full title of the plan)

                              Dr. Ramesh C. Pandey
                                    President
                                100 Jersey Avenue
                              Building B, Suite 310
                             New Brunswick, NJ 08901
                                 (908) 247-3300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                        ---------------------------------

                                   Copies to:
                           Michael H. Margulis, Esq.
                           Duane, Morris & Heckscher
                                  Suite 2125
                             122 East 42nd Street
                           New York, New York 10168
                                (212) 499-0414
                       ---------------------------------

      Approximate  date of commencement of proposed sale to the public:  As soon
as practicable after this Registration Statement becomes effective.
      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, check the following box [x]
CALCULATION OF REGISTRATION FEE

Title of securitieAmounteto be  Proposed maximuProposed maximum   Amount of
registered         registered   offering price aggregate offerinregistration
                                 per share (1)    price (1)          fee
Common Stock, pa200,000 shares (2)  $ 1.00        $ 200,000        $ 68.97
                                    ------        ---------        -------
value $0.00001 per
share
==============================================================================

(1) Estimated solely for the purpose of calculating the registration  fee, based
on the  average of the high and low prices of the Common  Stock on July 12, 1996
as reported by NASDAQ, pursuant to Rules 457(c) and (h).

(2)   Represents additional shares registered under this Registration Statement.
  200,000 shares were previously registered under
Registration Statement File No. 33-87034 filed on December 6, 1994 and an 
additional 200,000 shares were registered under
Registration Statement File No. 33-93300 filed on June 9, 1995.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The contents of the Registration Statements on Form S-8 (File Nos. 33-87034
 and 33-93300) previously filed are incorporated by
reference.

      Item 8.  Exhibits.

            5     Opinion of Duane, Morris & Heckscher

            23.1  Consent of Moore Stephens, P.C.  (included on Page II-2).

            23.2  Consent of Duane, Morris & Heckscher (included in Exhibit 5).

            24    Powers of Attorney.*

- -------------------------------
* Previously filed
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that is has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New Brunswick, State of New Jersey, on July 12, 1996.

                                          XECHEM INTERNATIONAL, INC.

                                          By:      /s/ Ramesh C. Pandey
                                                Ramesh C. Pandey
                                                President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

   Signatures                Title                                       Date

   /s/ Dr. Ramesh C. Pandey  Chairman of the Board of Directors     July 12,1996
   ------------------------  Chief Executive Officer (Principal Executive
     DR. Ramesh c. Pandey    Officer), and Director

   /s/ Leonard A. Mudry     Vice President - Finance and Operations July 12,1996
   ------------------------                              -             
   Leonard A. Mudry         (Principal Financial and Accounting
                            Officer)

   /s/ Dr. Brian Arenare     Director                              July 12, 1996
   ---------------------- 
   Dr. Brian Arenare

   /s/ Lester A. Mitscher    Director                              July 12, 1996
   ---------------------
    Lester A. Mitscher
CONSENT OF MORTENSON & ASSOCIATES, P.C.

      We consent to the reference to our firm under the caption AExperts@ and to
the incorporation by reference of our report dated April 1, 1996 with respect to
the  financial  statements  of Xechem  International,  Inc. in the  Registration
Statement (Form S-8).

Cranford, New Jersey                                        MOORE STEPHENS, P.C.
July 12, 1996                                       Certified Public Accountants
EXHIBIT 5

                            DUANE, MORRIS & HECKSCHER
                                Attorneys At Law
                                   Suite 2125
                              122 East 42nd Street
                            New York, New York 10168
                                 (212) 499-0410

                                                July 12, 1996

Xechem International, Inc.
100 Jersey Avenue
Building B, Suite 310
New Brunswick, NJ 08901

Dear Sirs:

      We are  acting  as  counsel  to Xechem  International,  Inc.,  a  Delaware
corporation  (the ACompany@),  in connection with the Registration  Statement on
Form  S-8  (the  ARegistration  Statement@)  filed  by  the  Company  under  the
Securities  Act of 1933, as amended,  and the rules and  regulations  thereunder
(the AAct@),  relating to the  registration  of 600,000 shares (the AShares@) of
Common Stock, par value $0.00001 per share, of the Company. The Shares are to be
issued by the Company upon exercise of options (the  AOptions@)  which have been
or may hereafter be granted to certain  employees of the Company pursuant to the
Company=s Amended and Restated Stock Option Plan (the APlan@).

      As  such  counsel,   we  have  participated  in  the  preparation  of  the
Registration   Statement,   and  have  reviewed  the  corporate  proceedings  in
connection  with the adoption of the Plan. We also have examined and relied upon
originals or copies,  certified or otherwise  authenticated to our satisfaction,
of all such corporate records,  documents,  agreements, and instruments relating
to the Company,  and certificates of public officials and of  representatives of
the  Company,  have made such  investigations  of law, and have  discussed  with
representatives of the Company and such other persons such questions of fact, as
we have  deemed  proper  and  necessary  as a basis  for the  rendering  of this
opinion.

      Based upon, and subject to, the foregoing,  we are of the opinion that (i)
the Shares  issuable  upon  exercise of currently  outstanding  Options are duly
authorized,  (ii) the Shares issuable upon exercise of Options hereafter granted
shall be duly  authorized  when the  Board of  Directors  of the  Company,  or a
committee  thereof then authorized to administer the Plan, shall have authorized
the grant of such Options and the issuance of Shares upon exercise thereof,  and
(iii) upon exercise of the Options in accordance  with the terms of the Plan and
such Options against payment of the exercise price thereunder,  and assuming due
authorization  in  the  case  of  Options  hereafter  granted,  compliance  with
applicable  securities  laws,  and no change in the  applicable law or pertinent
facts,  the Shares issued on such exercise will be validly  issued,  fully paid,
and non-assessable.

      We hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission promulgated thereunder.

                                          Very truly yours,

                                          DUANE, MORRIS & HECKSCHER

Dated:  July 12, 1996