EXHIBIT 3(i)(d)

                 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                   RIGHTS OF CLASS C SHARES/PREFERRED STOCK
                                      OF
                          XECHEM, INTERNATIONAL, INC.


     Xechem International, Inc. (the "Corporation"), a corporation organized
 and existing under the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     That,  pursuant to authority  conferred  upon the Board of Directors by the
Certificate of Incorporation (as amended) of said  corporation,  and pursuant to
the  provisions  of Section 151 of Title 8 of the  Delaware  Code of 1953,  said
Board of  Directors  at a meeting held on February 29, 1996 adopted a resolution
providing  for the issuance of up to 40,000 shares of Class C Series 1 Preferred
Stock  (the "C Series 1  Preferred  Stock"),  with the  following  designations,
preferences  and  relative,   participating,   optional  or  other  rights,  and
qualifications, limitations or restrictions:

     (a) Ranking. Subject to Section 6(c) of the Articles of Incorporation,  the
     C Series 1 Preferred Stock shall rank senior to the  Corporation's  Class A
     Preferred  Stock and 8%  Preferred  Stock,  with  respect to the payment of
     dividends, senior to the Corporation's Class A Preferred Stock with respect
     to liquidation  preference and on a parity with the 8% Preferred Stock with
     respect to liquidation preference.

     (b) Dividends.  The holders of C Series 1 Preferred Stock shall be entitled
     to receive, when, if and as declared by the board of directors out of funds
     legally available for the purpose,  dividends in cash at the rate of 8% per
     annum from the date of issuance  through the date of  conversion  to Common
     Stock as set forth in Section 4(e). The dividends  shall be paid quarterly,
     in arrears,  no later than the 30th day  following the end of each calendar
     quarter  during  which  the  Preferred  Stock is  issued  and  outstanding.
     Dividends on the C Series 1 Preferred  Stock shall be  cumulative  from and
     after the date of original issuance, whether or not earned or declared, and
     whether or not there shall be funds of the  Corporation  legally  available
     for the payment of such dividends.  Accruals and accumulations of dividends
     shall not bear interest.  All unpaid C Series 1 Preferred  Stock  dividends
     shall be prorated up to and including the  conversion  date from either the
     date of original  issuance or the end of the  calendar  quarter as of which
     the last dividend payment was made.

     (c) Liquidation  Rights.  In the event of any  liquidation,  dissolution or
     winding  up of the  Corporation,  whether  voluntary  or  involuntary,  the
     holders of the C Series 1  Preferred  Stock shall be entitled to receive or
     to have set apart for them,  before  any  payment  or  distribution  of the
     assets  of the  Corporation  shall be made or set  apart  for any  Class or
     Series  of  stock  of the  Corporation  ranking  junior  to the C  Series 1
     Preferred Stock with respect to liquidation preference,  an amount equal to
     $100 per share, plus an amount equal to all dividends accrued, accumulated,
     and unpaid thereon to the date of final  distribution to such holders;  but
     they  shall  be  entitled  to no  further  payment.  If the  assets  of the
     Corporation distributable to shares of the


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     C Series 1  Preferred  Stock  and to the  shares  of any class or series of
     stock of the Corporation  ranking on a parity with the C Series 1 Preferred
     Stock with  respect to  liquidation  preference  shall be  insufficient  to
     provide for full payment of the  preferential  amounts to which the holders
     thereof are respectively  entitled,  the Corporation shall make payments on
     shares of the C Series 1 Preferred Stock and on shares of any such class or
     series ratably in accordance  with the  preferential  amounts to which such
     shares are respectively entitled.

     For  purposes  of this  Section  6(c),  no sale,  conveyance,  exchange  or
     transfer (for cash, shares of stock, securities, or other consideration) of
     all or substantially  all of the property or assets of the Corporation,  no
     reorganization  of the  Corporation,  and no consolidation or merger of the
     Corporation  with  one  or  more  corporations  shall  be  deemed  to  be a
     liquidation, dissolution, or winding up, voluntary or involuntary.

     (d)  Voting.  Other than as provided by law or in this  Section  6(d),  the
     holders of the C Series 1 Preferred  Stock shall not be entitled to vote at
     any election of directors or on any other matter  submitted to stockholders
     of the Corporation.

     So long as any shares of C Series 1 Preferred  Stock shall be  outstanding,
     the Corporation shall not, without the affirmative votes or written consent
     of  the  holders  of at  least  a  majority  of  the  aggregate  number  of
     outstanding shares of C Series 1 Preferred Stock,  amend,  alter, or repeal
     any  of  the  provisions  of  the  Certificate  of   Incorporation  of  the
     Corporation  so as to affect the holders of the C Series 1 Preferred  Stock
     materially and adversely.

     (e) Conversion.  At any time from 60 days following the date of issuance of
     the C Series 1 Preferred Stock up to and including the first anniversary of
     such issuance,  any share of C Series 1 Preferred Stock automatically shall
     be converted,  at the option of the holder of such share,  and on the first
     anniversary of such issuance each share of outstanding C Series 1 Preferred
     Stock  automatically  shall be converted into Common Stock.  The C Series 1
     Preferred  Stock will be converted  into a number of shares of Common Stock
     equal to that number of Common  Shares as can be  purchased by the quotient
     of $100 divided by the "Conversion  Price," with any fractional amounts to,
     at the option of the  Corporation,  either to be redeemed for cash equal to
     such  fractional  amount,  or rounded up to the nearest  whole Common Stock
     share of the  Corporation.  The  Conversion  Price  shall  be  seventy-five
     percent  (75%) of the  "Closing  Price" of the Common  Stock.  The "Closing
     Price" will be the average  closing bid price of the Common  Stock over the
     five-day trading period ending on the last trading day prior to the date of
     conversion,  provided  however that the Conversion Price may not exceed the
     average  closing  bid price of the Common  Stock over the five day  trading
     period  ending  on the day  prior  to the  date on  which  the C  Series  1
     Preferred  Stock  first  issues  nor may it be less than $1.25 per share of
     Common  Stock.  Any holder of C Series 1 Preferred  Stock may exercise such
     conversion  right by delivery to the Corporation of a notice (a "Conversion
     Notice"), at any time commencing 60 days following issuance of the C Series
     1 Preferred Stock to which the notice relates, stating the number of shares
     of C Series 1 Preferred  Stock to be converted and to be accompanied by the
     certificate  or  certificates  for the shares to be so converted.  Delivery
     shall be deemed to occur  effective as of the date the  Corporation  or its
     transfer agent has

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     physical  custody of the Conversion  Notice and stock  certificates for the
     Series 1 Preferred Stock, provided,  however that the Conversion Notice may
     be delivered by facsimile  for purposes of fixing the date of conversion so
     long as the stock  certificates  are in physical custody of the Corporation
     or its  transfer  agent not later  than the  fifth  business  day after the
     facsimile is sent. If not so received, the date on which the Corporation or
     its transfer  agent has physical  custody of the stock  certificates  shall
     control for  purposes  of fixing the date of  conversion.  The  Corporation
     shall or shall cause any  transfer  agent to, as  promptly  as  practicable
     after  receipt of any  Conversion  Notice,  but in no event  later than the
     third business day following the date on which the Corporation has received
     both the Conversion Notice and the stock certificates deliver to the holder
     of the shares converted a certificate or certificates,  in the name of such
     holder, for the shares of Common Stock to which such holder is entitled and
     for any shares of C Series 1 Preferred Stock represented by the certificate
     or  certificates  delivered  by the holder  which were not  converted.  The
     Corporation  will not issue any  fractional  shares  of Common  Stock  upon
     conversion  of C Series 1 Preferred  Stock into Common  Stock.  In case the
     Corporation shall consolidate or merge into or with another corporation, or
     in case the Corporation shall sell or convey to any other person or persons
     all  or  substantially  all  the  property  of the  Corporation,  effective
     provision shall be made, in the Certificate or Articles of Incorporation of
     the  resulting or  surviving  corporation  or in any  contracts of sale and
     conveyance,  for the protection of the  conversion  rights of the shares of
     the C Series 1 Preferred  Stock.  Should  there be a stock  split,  reverse
     stock  split,   consolidation,   reorganization  or  other  change  to  the
     Corporation's capital structure,  the conversion rights with respect to the
     C Series 1  Preferred  Stock  shall be  equitably  adjusted  to  result  in
     convertibility to the same percentage of beneficial ownership of the Common
     Stock as if such transaction had not occurred.


     IN WITNESS WHEREOF, Xechem International, Inc. has caused the Certificate 
to be signed
by Ramesh C. Pandey, its Chairman of the Board of Directors, President and Chief
 Executive Officer, this 9th day of April, 1996.


                                            XECHEM INTERNATIONAL, INC.

                                            /s/ Ramesh C. Pandey
                                          Ramesh C. Pandey, President and Chief
                                            Executive Officer
ATTEST:

/s/ Leonard A. Mudry
Leonard A. Mudry, Secretary


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