As filed with the Securities and Exchange Commission on July 1, 1997
                                                         Registration No. 333



                      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
                                (732) 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
                                (732) 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 LLP
                                  Suite 3300
                             122 East 42nd Street
                           New York, New York 10168
                                (212) 692-1000
                       ---------------------------------

      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>


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                                      3




                        CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------

Title of          Amount to be     Proposed    Proposed maximum   Amount of
securities to      registered       maximum       aggregate     registration
be registered                   offering price     offering          fee
                                 per share (1)    price (1)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

Common Stock,      2,000,000        $0.8906       $1,781,200       $539.76
par value          shares (2)
$0.00001 per
share
-------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the registration  fee, based
on the average of the closing bid and ask prices of the Common Stock on June 27,
1996 as reported on the Nasdaq OTC Bulletin Board,  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, an additional 200,000 shares were registered
under  Registration  Statement  File No.  33-93300  filed on June 9, 1995, and a
further  200,000  shares  were  registered  under  Registration   Statement  No.
333-08221 filed on July 16, 1996.


<PAGE>


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                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The contents of the Registration  Statements on Form S-8 (File Nos.  33-87034,
33-93300, and 333-08221) previously filed are incorporated by reference.


      Item 8.  Exhibits.

      5     Opinion of Duane, Morris & Heckscher LLP

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

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

      24    Powers of Attorney.*

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



<PAGE>


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                                     II-2

                                  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 June 30, 1997.

                                          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                            
                                    June 30, 1997
---------------------
                         Directors, Chief Executive
                         Officer (Principal Executive      Dr. Ramesh C. Pandey
                         Officer and Principal
                         Financial and Accounting
                                                          Officer), and Director
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

   /s/ Stephen F. Burg              Director                      June 30, 1997
                                 Stephen F. Burg
-------------------------------------------------------------------------------




<PAGE>


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                        CONSENT OF MOORE STEPHENS, P.C.
------------------------------------------------------------------------------

      We consent to the reference to our firm under the caption AExperts@ and to
the  incorporation  by reference of our report dated March 15, 1997 with respect
to the financial  statements of Xechem  International,  Inc. in the Registration
Statement (Form S-8).


Cranford, New Jersey                                        MOORE    STEPHENS,
P.C.
June 30, 1997                                               Certified   Public
Accountants


<PAGE>


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------------------------------------------------------------------------------

                                                                     EXHIBIT 5




                 [LETTERHEAD OF DUANE, MORRIS & HECKSCHER LLP]

                                                June 30, 1997

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 2,600,000 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.



<PAGE>


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4
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      June 30, 1997
      Page 2

      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,


                                          /S/ Duane, Morris & Heckscher LLP


<PAGE>


      This document  constitutes part of a prospectus  covering  securities that
have been registered under the Securities Act of 1933.

      The following  information  with respect to the Amended and Restated Stock
Option  Plan (the  APlan@) of Xechem  International,  Inc.  (the  ACompany@)  is
necessarily  incomplete  and  selective  and is  qualified  in its  entirety  by
reference to the Plan, a copy of which is attached hereto.

General Plan Information

      The Plan, as adopted by the Company,  provides for the grant of options to
purchase shares of the Company=s  Common Stock, par value $.00001 per share (the
ACommon  Stock@).  Options may be incentive  stock options within the meaning of
Section 422 of the Internal  Revenue Code of 1986, as amended (the  ACode@),  or
non-qualified stock options.

      The purpose of the Plan is to  encourage  ownership of Common Stock by key
employees  and  directors  of the Company and its  affiliates,  consultants  and
advisors  to the  Company  and its  affiliates,  and other  persons or  entities
providing  goods or  services to the  Company  and its  affiliates,  in order to
attract  such  persons,  to induce  such  persons to remain in the employ of the
Company or of an  affiliate,  or to serve or  continue to serve as an advisor to
the Company, and to provide additional incentive for such persons to promote the
success of the Company or of an affiliate.

      The term during  which  options may be granted  under the Plan  expires in
December 2003. The Plan may be terminated by the affirmative vote of the holders
of a majority of the outstanding shares of the Company entitled to vote thereon.
The Board of  Directors  may  terminate  the Plan or, with  certain  exceptions,
modify or amend the Plan.

      The Plan is not  subject  to any  provisions  of the  Employee  Retirement
Income  Security Act of 1974 nor is it subject to  qualification  under  Section
401(a) of the Code.

      The Plan is  administered  by the  Board of  Directors  or a Stock  Option
Committee  designated by the Board of Directors (the Board or such committee are
herein referred to as the  AAdministrators@).  At the date hereof,  the Board of
Directors is acting as Administrators.

        The documents of the Company  incorporated  by reference  herein contain
information about the Administrators  and their material  relationships with the
Company or its affiliates.

      Optionees  may  obtain  additional  information  about  the  Plan  and the
Administrators  from Leonard A. Mudry,  Xechem  International,  Inc., 100 Jersey
Avenue, Building B, Suite 310, New Brunswick, New Jersey 08901, telephone number
(732) 247-3300.


Securities to be Offered

      The total  amount of  securities  that may be issued or  transferred  upon
exercise of options granted under the Plan is 2,600,000  shares of Common Stock,
subject to adjustment in certain circumstances.

Employees Who May Participate in the Plan

      Key employees who are eligible to participate in the Plan include salaried
employees and officers.  The Administrators  have the authority to determine the
persons to whom options  shall be granted in  furtherance  of the purpose of the
Plan.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

      The exercise price of options is fixed by the Administrators.  In the case
of incentive  stock options,  the exercise price may not be less than 100% (110%
for options  granted to a 10%  stockholder (as determined in accordance with the
Plan)) of the fair market value (as  determined in accordance  with the Plan) of
the Common Stock on the date the option is granted. The Plan contains a $100,000
limitation on the fair market value on the date of grant of Common Stock subject
to  incentive  stock  options  which first come  available  for  purchase by any
optionee in any calendar year.

      The Administrators prescribe the date or dates on which any option becomes
exercisable,  and may provide that an option becomes exercisable in installments
over a period of years,  upon the  attainment of stated goals,  or a combination
thereof.

      Shares of Common Stock  purchased  upon  exercise of options shall be paid
for in full at the time of purchase,  in such form as the  Administrators  shall
provide.

Resale Restrictions

      Generally,  the  Administrators  will  require that shares of Common Stock
acquired on exercise of any  incentive  stock  options may not be disposed of by
the optionee  without the consent of the Company within two years after the date
of grant nor within one year after the date of exercise. The Administrators,  in
granting any option,  may place such other conditions on the resale of shares as
they determine.

Tax Effects of Plan Participation

      Non-Qualified  Stock Options.  The grant of a  non-qualified  stock option
does not have immediate tax consequences to the Company or the optionee. When an
optionee  exercises a non-qualified  stock option he will be required to include
in his gross  income  as  ordinary  compensation  the fair  market  value on the
exercise date of any shares of Common Stock received  reduced by any amount paid
for such shares.


<PAGE>


------------------------------------------------------------------------------
      If the optionee  pays the exercise  price in cash,  the tax basis of the
shares  acquired  upon  exercise  will be equal to the amount of cash paid for
such shares plus the amount  included in the optionee's  income at the time of
exercise  of the option with  respect to such  shares and the holding  period of
such shares will commence on the date of exercise.
------------------------------------------------------------------------------

      If the optionee uses previously owned shares of Common Stock to pay all or
part of the exercise  price,  the  transaction  will not be  considered  to be a
taxable disposition of the previously owned shares, and the optionee's tax basis
and holding  period of the  previously  owned  shares will be carried over to an
equal number of the shares  received upon  exercise.  The tax basis of all other
shares  acquired  upon exercise will be equal to the amount of any cash paid for
such shares plus the amount  included  in the  optionee's  income at the time of
exercise  of the option and the holding  period of such shares will  commence on
the date of exercise.

      Ordinary compensation income realized by the optionee on the exercise of a
non-qualified  stock  option is subject to all  payroll and  withholding  taxes,
including  Social  Security and Medicare  taxes.  The Company may require,  as a
condition to the  performance  of the Company's  obligation to issue or transfer
Common  Stock  upon  exercise  of an  option,  that the  optionee  pay,  or make
provision  satisfactory to the Company for the payment of, any taxes (other than
stock transfer  taxes) which the Company is obligated to collect with respect to
the issue or transfer of Common Stock upon such exercise, including any Federal,
state, or local withholding taxes.

      The  Company  will be  entitled  to a  deduction  for  Federal  income tax
purposes at the same time and in the same  amount as the  optionee is in receipt
of income in connection with his exercise.

      Incentive  Stock  Options.  Generally,  when an incentive  stock option is
granted or exercised,  the employee will not realize compensation income and the
Company  will  not be  entitled  to any  deduction,  except  in the  event  of a
disqualifying disposition as discussed below.

      If the  employee  pays the  exercise  price in cash,  the tax basis of the
shares  acquired upon exercise will be equal to the amount of cash paid for such
shares  and the  holding  period of such  shares  will  commence  on the date of
exercise.

      If the employee uses previously owned shares of Common Stock to pay all or
part of the exercise  price,  the incentive stock option tax treatment of shares
being acquired will not be affected. The employee's tax basis and holding period
for capital gain purposes of the previously owned shares will be carried over to
an equal number of the shares received upon exercise, but the holding period for
incentive stock option tax treatment will begin on the date of the exchange. The
tax basis of all other shares acquired upon exercise will be equal to the amount
of any cash paid for such  shares and the  holding  period of such  shares  will
commence on the date of exercise. The transaction will not be considered to be a
taxable disposition of the previously owned shares, except that, if the exchange
results in a disqualifying  disposition of previously  acquired  incentive stock
option  shares,  the exchange  will generate  compensation  income which must be
included in the individual's gross income and will increase the basis of certain
newly acquired shares.


<PAGE>


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      Upon a subsequent  sale or taxable  exchange of the shares  acquired  upon
exercise,  an employee  will  recognize  long or short term capital gain or loss
equal to the  difference  between  the amount  realized  on the sale and the tax
basis of such shares.

      To  retain  this tax  treatment,  an  employee  may not sell or  otherwise
dispose of shares received pursuant to the exercise of an incentive stock option
until he has fulfilled the following two holding periods:

            (1)   two  years  from the date the  incentive  stock  option  was
granted; and

            (2)   one year from the date of  exercise of the  incentive  stock
option.

      If the employee makes a disposition and fails to meet these holding period
requirements,  such  a  disposition  will  be  deemed  to  be  a  Adisqualifying
disposition@  and the  incentive  stock  option  will no longer  qualify  in its
entirety for non-compensation tax treatment.

      At the time of the  disqualifying  disposition,  the employee will realize
ordinary  compensation  income in an amount  equal to the lesser of (i) the fair
market  value of the  Common  Stock  received  on the day of  exercise  over the
exercise  price and (ii) the amount  received on  disposition  over the exercise
price.  Furthermore,  the Company  will be  entitled to a deduction  for Federal
income tax purposes to the extent that the employee realized ordinary income due
to a  disqualifying  disposition.  In  addition to the  realization  of ordinary
income,  the employee  may be subject to capital  gain or loss  treatment on the
difference between the amount received on the disqualifying  disposition and the
fair market value of the Common Stock  received at the time the incentive  stock
option was exercised.

      Upon the exercise of an incentive  stock  option,  the amount by which the
fair market value of the shares  purchased  exceeds the option exercise price is
an item of tax preference for purposes of calculating  the  Alternative  Minimum
Tax  (the  AAMT@).  The AMT is  triggered  only to the  extent  it  exceeds  the
individual's regular income tax liability.

      However,   if  the  employee  makes  a  disqualifying   disposition,   the
characterization  of the  option as a tax  preference  item is  eliminated  and,
therefore,  the employee may need to amend such tax preference items reported in
prior  years  and  subsequently  disqualified.  Moreover,  that  portion  of tax
preference  items  attributable to incentive  stock options may be credited,  in
later years, against regular tax liability which exceeds the AMT.

      Deductibility of Interest.  Interest paid by an optionee on loans taken to
finance the  exercise of an option  will be  deductible  only to the extent that
such interest does not exceed the optionee's investment income.



<PAGE>


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      The foregoing discussion of anticipated Federal income tax effects of Plan
participation is general in nature and is based on current authorities. There is
no assurance that legislative or  administrative  changes or court decisions may
not be forthcoming that would significantly change these expected  consequences.
Any such  changes may or may not be  retroactive  with  respect to  transactions
prior to the date of such changes.  Optionees are urged to consult their own tax
advisors for more specific and  definitive  advice as to the Federal  income tax
consequences  to them of the grant and exercise of their options and  subsequent
sales  of  shares  of  Common  Stock  acquired  upon  exercise,  and  as to  the
application  and effect of state,  local,  and foreign  income tax and other tax
laws, which vary from jurisdiction to jurisdiction.


Transferability and Termination of Options

      No option is  transferable  otherwise  than by will or the laws of descent
and distribution and, during the lifetime of the optionee, may be exercised only
by the optionee or by the  optionee's  guardian or legal  representative.  If an
employee  optionee shall cease to be an employee of the Company or an affiliate,
(i) any options which are not  exercisable on the date of such  cessation  shall
terminate  and be of no further  force or effect and (ii) any options  which are
otherwise  exercisable  on the date of such  cessation  shall  terminate at such
times as provided in the Plan.

                                    * * * *

      All  documents  incorporated  by  reference  in  Item 3 of  Part II of the
Registration  Statement on Form S-8 filed by the Company in connection  with the
shares of Common Stock to be issued upon exercise of options granted pursuant to
the Plan are  available  without  charge upon the written or oral request to the
Company by an optionee. Such documents are also hereby incorporated by reference
herein.  Any other documents  required to be delivered to optionees  pursuant to
Rule 428(b)  promulgated  under the  Securities  Act of 1933 are also  available
without charge upon the optionee's oral or written  request to the Company.  All
such  requests for  information  should be directed to Leonard A. Mudry,  Xechem
International,  Inc., 100 Jersey  Avenue,  Building B, Suite 310, New Brunswick,
New Jersey 08901, telephone number (732) 247-3300.

Dated:  June 30, 1997
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 26204}]
{"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": "333-30539", "film-number": "97634800"}, "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 1, 1997
                                                         Registration No. 333

                      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
                                (732) 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
                                (732) 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 LLP
                                  Suite 3300
                             122 East 42nd Street
                           New York, New York 10168
                                (212) 692-1000
                       ---------------------------------

      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]
------------------------------------------------------------------------------

------------------------------------------------------------------------------
                                      3

                        CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------

Title of          Amount to be     Proposed    Proposed maximum   Amount of
securities to      registered       maximum       aggregate     registration
be registered                   offering price     offering          fee
                                 per share (1)    price (1)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

Common Stock,      2,000,000        $0.8906       $1,781,200       $539.76
par value          shares (2)
$0.00001 per
share
-------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the registration  fee, based
on the average of the closing bid and ask prices of the Common Stock on June 27,
1996 as reported on the Nasdaq OTC Bulletin Board,  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, an additional 200,000 shares were registered
under  Registration  Statement  File No.  33-93300  filed on June 9, 1995, and a
further  200,000  shares  were  registered  under  Registration   Statement  No.
333-08221 filed on July 16, 1996.
------------------------------------------------------------------------------

------------------------------------------------------------------------------

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The contents of the Registration  Statements on Form S-8 (File Nos.  33-87034,
33-93300, and 333-08221) previously filed are incorporated by reference.

      Item 8.  Exhibits.

      5     Opinion of Duane, Morris & Heckscher LLP

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

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

      24    Powers of Attorney.*

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

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                                     II-2

                                  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 June 30, 1997.

                                          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                            
                                    June 30, 1997
---------------------
                         Directors, Chief Executive
                         Officer (Principal Executive      Dr. Ramesh C. Pandey
                         Officer and Principal
                         Financial and Accounting
                                                          Officer), and Director
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

   /s/ Stephen F. Burg              Director                      June 30, 1997
                                 Stephen F. Burg
-------------------------------------------------------------------------------
------------------------------------------------------------------------------
                        CONSENT OF MOORE STEPHENS, P.C.
------------------------------------------------------------------------------

      We consent to the reference to our firm under the caption AExperts@ and to
the  incorporation  by reference of our report dated March 15, 1997 with respect
to the financial  statements of Xechem  International,  Inc. in the Registration
Statement (Form S-8).

Cranford, New Jersey                                        MOORE    STEPHENS,
P.C.
June 30, 1997                                               Certified   Public
Accountants
------------------------------------------------------------------------------

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                                                                     EXHIBIT 5

                 [LETTERHEAD OF DUANE, MORRIS & HECKSCHER LLP]

                                                June 30, 1997

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 2,600,000 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.
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4
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      June 30, 1997
      Page 2

      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,

                                          /S/ Duane, Morris & Heckscher LLP
This document  constitutes part of a prospectus  covering  securities that
have been registered under the Securities Act of 1933.

      The following  information  with respect to the Amended and Restated Stock
Option  Plan (the  APlan@) of Xechem  International,  Inc.  (the  ACompany@)  is
necessarily  incomplete  and  selective  and is  qualified  in its  entirety  by
reference to the Plan, a copy of which is attached hereto.

General Plan Information

      The Plan, as adopted by the Company,  provides for the grant of options to
purchase shares of the Company=s  Common Stock, par value $.00001 per share (the
ACommon  Stock@).  Options may be incentive  stock options within the meaning of
Section 422 of the Internal  Revenue Code of 1986, as amended (the  ACode@),  or
non-qualified stock options.

      The purpose of the Plan is to  encourage  ownership of Common Stock by key
employees  and  directors  of the Company and its  affiliates,  consultants  and
advisors  to the  Company  and its  affiliates,  and other  persons or  entities
providing  goods or  services to the  Company  and its  affiliates,  in order to
attract  such  persons,  to induce  such  persons to remain in the employ of the
Company or of an  affiliate,  or to serve or  continue to serve as an advisor to
the Company, and to provide additional incentive for such persons to promote the
success of the Company or of an affiliate.

      The term during  which  options may be granted  under the Plan  expires in
December 2003. The Plan may be terminated by the affirmative vote of the holders
of a majority of the outstanding shares of the Company entitled to vote thereon.
The Board of  Directors  may  terminate  the Plan or, with  certain  exceptions,
modify or amend the Plan.

      The Plan is not  subject  to any  provisions  of the  Employee  Retirement
Income  Security Act of 1974 nor is it subject to  qualification  under  Section
401(a) of the Code.

      The Plan is  administered  by the  Board of  Directors  or a Stock  Option
Committee  designated by the Board of Directors (the Board or such committee are
herein referred to as the  AAdministrators@).  At the date hereof,  the Board of
Directors is acting as Administrators.

        The documents of the Company  incorporated  by reference  herein contain
information about the Administrators  and their material  relationships with the
Company or its affiliates.

      Optionees  may  obtain  additional  information  about  the  Plan  and the
Administrators  from Leonard A. Mudry,  Xechem  International,  Inc., 100 Jersey
Avenue, Building B, Suite 310, New Brunswick, New Jersey 08901, telephone number
(732) 247-3300.

Securities to be Offered

      The total  amount of  securities  that may be issued or  transferred  upon
exercise of options granted under the Plan is 2,600,000  shares of Common Stock,
subject to adjustment in certain circumstances.

Employees Who May Participate in the Plan

      Key employees who are eligible to participate in the Plan include salaried
employees and officers.  The Administrators  have the authority to determine the
persons to whom options  shall be granted in  furtherance  of the purpose of the
Plan.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

      The exercise price of options is fixed by the Administrators.  In the case
of incentive  stock options,  the exercise price may not be less than 100% (110%
for options  granted to a 10%  stockholder (as determined in accordance with the
Plan)) of the fair market value (as  determined in accordance  with the Plan) of
the Common Stock on the date the option is granted. The Plan contains a $100,000
limitation on the fair market value on the date of grant of Common Stock subject
to  incentive  stock  options  which first come  available  for  purchase by any
optionee in any calendar year.

      The Administrators prescribe the date or dates on which any option becomes
exercisable,  and may provide that an option becomes exercisable in installments
over a period of years,  upon the  attainment of stated goals,  or a combination
thereof.

      Shares of Common Stock  purchased  upon  exercise of options shall be paid
for in full at the time of purchase,  in such form as the  Administrators  shall
provide.

Resale Restrictions

      Generally,  the  Administrators  will  require that shares of Common Stock
acquired on exercise of any  incentive  stock  options may not be disposed of by
the optionee  without the consent of the Company within two years after the date
of grant nor within one year after the date of exercise. The Administrators,  in
granting any option,  may place such other conditions on the resale of shares as
they determine.

Tax Effects of Plan Participation

      Non-Qualified  Stock Options.  The grant of a  non-qualified  stock option
does not have immediate tax consequences to the Company or the optionee. When an
optionee  exercises a non-qualified  stock option he will be required to include
in his gross  income  as  ordinary  compensation  the fair  market  value on the
exercise date of any shares of Common Stock received  reduced by any amount paid
for such shares.
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      If the optionee  pays the exercise  price in cash,  the tax basis of the
shares  acquired  upon  exercise  will be equal to the amount of cash paid for
such shares plus the amount  included in the optionee's  income at the time of
exercise  of the option with  respect to such  shares and the holding  period of
such shares will commence on the date of exercise.
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      If the optionee uses previously owned shares of Common Stock to pay all or
part of the exercise  price,  the  transaction  will not be  considered  to be a
taxable disposition of the previously owned shares, and the optionee's tax basis
and holding  period of the  previously  owned  shares will be carried over to an
equal number of the shares  received upon  exercise.  The tax basis of all other
shares  acquired  upon exercise will be equal to the amount of any cash paid for
such shares plus the amount  included  in the  optionee's  income at the time of
exercise  of the option and the holding  period of such shares will  commence on
the date of exercise.

      Ordinary compensation income realized by the optionee on the exercise of a
non-qualified  stock  option is subject to all  payroll and  withholding  taxes,
including  Social  Security and Medicare  taxes.  The Company may require,  as a
condition to the  performance  of the Company's  obligation to issue or transfer
Common  Stock  upon  exercise  of an  option,  that the  optionee  pay,  or make
provision  satisfactory to the Company for the payment of, any taxes (other than
stock transfer  taxes) which the Company is obligated to collect with respect to
the issue or transfer of Common Stock upon such exercise, including any Federal,
state, or local withholding taxes.

      The  Company  will be  entitled  to a  deduction  for  Federal  income tax
purposes at the same time and in the same  amount as the  optionee is in receipt
of income in connection with his exercise.

      Incentive  Stock  Options.  Generally,  when an incentive  stock option is
granted or exercised,  the employee will not realize compensation income and the
Company  will  not be  entitled  to any  deduction,  except  in the  event  of a
disqualifying disposition as discussed below.

      If the  employee  pays the  exercise  price in cash,  the tax basis of the
shares  acquired upon exercise will be equal to the amount of cash paid for such
shares  and the  holding  period of such  shares  will  commence  on the date of
exercise.

      If the employee uses previously owned shares of Common Stock to pay all or
part of the exercise  price,  the incentive stock option tax treatment of shares
being acquired will not be affected. The employee's tax basis and holding period
for capital gain purposes of the previously owned shares will be carried over to
an equal number of the shares received upon exercise, but the holding period for
incentive stock option tax treatment will begin on the date of the exchange. The
tax basis of all other shares acquired upon exercise will be equal to the amount
of any cash paid for such  shares and the  holding  period of such  shares  will
commence on the date of exercise. The transaction will not be considered to be a
taxable disposition of the previously owned shares, except that, if the exchange
results in a disqualifying  disposition of previously  acquired  incentive stock
option  shares,  the exchange  will generate  compensation  income which must be
included in the individual's gross income and will increase the basis of certain
newly acquired shares.
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      Upon a subsequent  sale or taxable  exchange of the shares  acquired  upon
exercise,  an employee  will  recognize  long or short term capital gain or loss
equal to the  difference  between  the amount  realized  on the sale and the tax
basis of such shares.

      To  retain  this tax  treatment,  an  employee  may not sell or  otherwise
dispose of shares received pursuant to the exercise of an incentive stock option
until he has fulfilled the following two holding periods:

            (1)   two  years  from the date the  incentive  stock  option  was
granted; and

            (2)   one year from the date of  exercise of the  incentive  stock
option.

      If the employee makes a disposition and fails to meet these holding period
requirements,  such  a  disposition  will  be  deemed  to  be  a  Adisqualifying
disposition@  and the  incentive  stock  option  will no longer  qualify  in its
entirety for non-compensation tax treatment.

      At the time of the  disqualifying  disposition,  the employee will realize
ordinary  compensation  income in an amount  equal to the lesser of (i) the fair
market  value of the  Common  Stock  received  on the day of  exercise  over the
exercise  price and (ii) the amount  received on  disposition  over the exercise
price.  Furthermore,  the Company  will be  entitled to a deduction  for Federal
income tax purposes to the extent that the employee realized ordinary income due
to a  disqualifying  disposition.  In  addition to the  realization  of ordinary
income,  the employee  may be subject to capital  gain or loss  treatment on the
difference between the amount received on the disqualifying  disposition and the
fair market value of the Common Stock  received at the time the incentive  stock
option was exercised.

      Upon the exercise of an incentive  stock  option,  the amount by which the
fair market value of the shares  purchased  exceeds the option exercise price is
an item of tax preference for purposes of calculating  the  Alternative  Minimum
Tax  (the  AAMT@).  The AMT is  triggered  only to the  extent  it  exceeds  the
individual's regular income tax liability.

      However,   if  the  employee  makes  a  disqualifying   disposition,   the
characterization  of the  option as a tax  preference  item is  eliminated  and,
therefore,  the employee may need to amend such tax preference items reported in
prior  years  and  subsequently  disqualified.  Moreover,  that  portion  of tax
preference  items  attributable to incentive  stock options may be credited,  in
later years, against regular tax liability which exceeds the AMT.

      Deductibility of Interest.  Interest paid by an optionee on loans taken to
finance the  exercise of an option  will be  deductible  only to the extent that
such interest does not exceed the optionee's investment income.
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      The foregoing discussion of anticipated Federal income tax effects of Plan
participation is general in nature and is based on current authorities. There is
no assurance that legislative or  administrative  changes or court decisions may
not be forthcoming that would significantly change these expected  consequences.
Any such  changes may or may not be  retroactive  with  respect to  transactions
prior to the date of such changes.  Optionees are urged to consult their own tax
advisors for more specific and  definitive  advice as to the Federal  income tax
consequences  to them of the grant and exercise of their options and  subsequent
sales  of  shares  of  Common  Stock  acquired  upon  exercise,  and  as to  the
application  and effect of state,  local,  and foreign  income tax and other tax
laws, which vary from jurisdiction to jurisdiction.

Transferability and Termination of Options

      No option is  transferable  otherwise  than by will or the laws of descent
and distribution and, during the lifetime of the optionee, may be exercised only
by the optionee or by the  optionee's  guardian or legal  representative.  If an
employee  optionee shall cease to be an employee of the Company or an affiliate,
(i) any options which are not  exercisable on the date of such  cessation  shall
terminate  and be of no further  force or effect and (ii) any options  which are
otherwise  exercisable  on the date of such  cessation  shall  terminate at such
times as provided in the Plan.

                                    * * * *

      All  documents  incorporated  by  reference  in  Item 3 of  Part II of the
Registration  Statement on Form S-8 filed by the Company in connection  with the
shares of Common Stock to be issued upon exercise of options granted pursuant to
the Plan are  available  without  charge upon the written or oral request to the
Company by an optionee. Such documents are also hereby incorporated by reference
herein.  Any other documents  required to be delivered to optionees  pursuant to
Rule 428(b)  promulgated  under the  Securities  Act of 1933 are also  available
without charge upon the optionee's oral or written  request to the Company.  All
such  requests for  information  should be directed to Leonard A. Mudry,  Xechem
International,  Inc., 100 Jersey  Avenue,  Building B, Suite 310, New Brunswick,
New Jersey 08901, telephone number (732) 247-3300.

Dated:  June 30, 1997