EXHIBIT 3(i)(e)

             CERTIFICATE OF DESIGNATIONS, PREFERENCES, AND RIGHTS
                                      OF
              CLASS C SERIES 2 VOTING CONVERTIBLE PREFERRED STOCK
                                      AND
              CLASS C SERIES 3 VOTING CONVERTIBLE PREFERRED STOCK
                                      OF
                          XECHEM INTERNATIONAL, INC.

     Xechem  International,  Inc., a Delaware  corporation (the  "Corporation"),
hereby certifies that,  pursuant to the authority contained in Article FOURTH of
its  Certificates  of  Incorporation,  and in accordance  with the provisions of
Section  151 of the  General  Corporation  Law of the  State  of  Delaware,  the
Corporation's  Board of  Directors  has duly  adopted the  following  resolution
creating two series of its Class C Preferred Stock, $.00001 par value per share,
designated as Class C Series 2 Voting  Convertible  Preferred  Stock and Class C
Series 3 Voting Convertible Preferred Stock:

     RESOLVED,  that two series of the class of the authorized Class C Preferred
Stock of the  Corporation  be  created  hereby,  and that the  designations  and
amounts thereof and the voting powers, preferences, and relative, participating,
optional,  and other special  rights of the shares of each such series,  and the
qualifications, limitations or restrictions thereof, are as follows:

1.   Designations and Numbers of Shares.  Fifty thousand (50,000) shares of the
     Class C Preferred
     ----------------------------------
     Stock of the Corporation are hereby constituted as a series of Class C 
     Preferred Stock, $.00001 par value per share, and designated as "Class C
     Series 2 Voting Convertible Preferred Stock" (hereinafter called the 
     "Series 2 Stock") and thirteen thousand one hundred eighty (13,180)
     shares of the Class C Preferred Stock of the Corporation are hereby
     constituted as a series of Class C Preferred Stock, $.00001 par value
     per share, and designated as "Class C Series 3 Voting Convertible 
     Preferred Stock" (hereinafter called the "Series 3 Stock"; the Series 2
     Stock and the Series 3 Stock are hereinafter collectively called the
      "1996 Convertible Preferred
     Stock").

2.   Liquidation.  Upon any voluntary or involuntary dissolution, liquidation,
      or winding up of the
          Corporation (a "Liquidation"), the holder of each share of each
       series of 1996 Convertible Preferred Stock then outstanding shall
       be entitled to be paid out of the assets of the Corporation available
      for distribution to its stockholders, before any distribution of assets
       shall be made to  the holders of Common Stock of the Corporation or to
        the holders of other stock of the Corporation that ranks junior to
      such series of the 1996 Convertible Preferred Stock in respect
     to distributions upon a Liquidation of the Corporation ("Junior Stock"),
      an amount equal to $100 per share (the "Stated Value"), plus an amount
      equal to all dividends (whether or not declared or due) accrued and
      unpaid on such share on the date fixed for distribution of assets


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     of the Corporation to the holders of the 1996 Convertible  Preferred Stock.
     The  Series 2 Stock and  Series 3 Stock  shall  rank pari passu in right to
     distributions  on  Liquidation,  shall  rank  senior  to the Class A Voting
     Preferred  Stock and Class B 8%  Preferred  Stock of the  Corporation,  and
     shall  rank  junior  to  the  Class  C  Series  1  Preferred  Stock  of the
     Corporation.  Neither a consolidation  or merger of the Corporation with or
     into any other  entity,  nor a merger of any other  entity with or into the
     Corporation, nor a sale or transfer of all or any part of the Corporation's
     assets for cash or securities or any other property,  shall be considered a
     Liquidation.  Written  notice  of any  Liquidation  shall  be  given to the
     holders of the 1996  Convertible  Preferred Stock not less than thirty days
     prior to any payment date stated therein.

3.   Conversion

     3.1 On the Conversion  Date (as  hereinafter  defined),  each share of 1996
Convertible  Preferred  Stock  shall be  converted  automatically,  without  any
further action by the holder thereof or by the  Corporation,  into shares of the
Corporation's  Common Stock (the  "Conversion  Shares") at a conversion price of
(a) in the case of the Series 2 Stock, $.05 per share (as adjusted,  the "Series
2 Conversion  Price"),  subject to the next sentence and certain  adjustments as
described below; and (b) in the case of the Series 3 Stock, $0.625 per share (as
adjusted, the "Series 3 Conversion Price"; the Series 2 Conversion Price and the
Series 3  Conversion  Price are each  hereinafter  referred to as a  "Conversion
Price"), subject to certain adjustments as described below.  Notwithstanding the
foregoing,  from and after the date on which the Stock  Purchase  Agreement (the
"Purchase  Agreement")  to be entered into among the  Company,  The Edward Blech
Trust (the "Trust"), and Ramesh C. Pandey shall have been terminated as a result
of a default by the Trust on its  obligations  to purchase the Second  Shares or
Third  Shares  (each  as  defined  in the  Purchase  Agreement),  the  Series  2
Conversion Price shall be $.0625 per share, subject to the adjustments described
below. The number of Conversion Shares into which the shares of 1996 Convertible
Preferred  Stock held by any person are so converted  shall equal the  aggregate
Stated Value thereof divided by the applicable  Conversion Price then in effect,
calculated to the nearest 1/100th of a share, subject to Section 3.4.

     3.2 It the  Corporation  shall (a) pay a dividend or make a distribution on
its  outstanding  shares of Common  Stock in shares  of its  Common  Stock,  (b)
subdivide its outstanding shares of Common Stock, or (c) combine its outstanding
shares of Common  Stock into a smaller  number of shares,  then each  Conversion
Price in effect  immediately  prior to such action shall be adjusted so that the
holder of any shares of 1996 Convertible  Preferred Stock  thereafter  converted
into Common Stock shall receive the number of  Conversion  Shares which he would
have owned  immediately  following such action had the Conversion  Date occurred
immediately prior thereto. An adjustment made pursuant to this Section 3.2 shall
become effective  immediately after the record date in the case of a dividend or
distribution and shall become effective  immediately after the effective date in
the case of a subdivision,  combination,  or reclassification.  No adjustment in
either Conversion Price shall be required unless such adjustment would result in
an  increase  or  decrease  of at least 1% in such  Conversion  Price as then in
effect; provided,  however, that any adjustments that by reason of this sentence
are not  required to be made shall be carried  forward and taken into account in
any subsequent adjustment.


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     3.3 If the  Corporation  shall  consolidate  or merge into or with  another
corporation,  or if the Corporation  shall sell or convey to any other person or
persons  all or  substantially  all of the assets of the  Corporation,  or shall
issue by  reclassification  of its shares of Common  Stock any shares of capital
stock of the Corporation,  each shares of 1996 Convertible  Preferred Stock then
outstanding  shall entitle the holder  thereof to receive the kind and amount of
shares  of stock,  other  securities,  cash and  property  receivable  upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock into which such share would have been  converted had the Conversion
Date  occurred  immediately  prior  to  such  consolidation,   merger,  sale  or
conveyance, and shall have no other conversion rights.

     3.4 In connection  with the  conversion  of any shares of 1996  Convertible
Preferred Stock, no fractions of shares of Common Stock shall be issued, but the
Corporation  shall pay a cash adjustment in respect of such fractional  interest
in an amount equal to a like  fraction of an amount  equal to the closing  sales
price of a share of the Corporation's  Common Stock on the National  Association
of Securities  Dealers Automated  Quotation System (or, if that shall not be the
principal  market on which the Common Stock shall be trading or quoted,  then on
such  principal  market,  or, if the  Common  Stock  shall not then be listed or
traded on any established market, such price as shall be determined by the Board
of Directors in good faith) on the business day preceding the Conversion Date.

     3.5 The  Corporation  shall use its best efforts to, as soon as practicable
after the first issuance of the 1996  Convertible  Preferred  Stock,  (a) file a
proxy or information  statement  relating to, and call and hold a meeting of, or
obtain the  written  consent of, the  stockholders  of the Company to approve an
amendment (the "Amendment") to the Corporation's Certificate of Incorporation to
increase  its  authorized  Common  Stock so as to provide  sufficient  shares of
Common Stock for issuance on conversion of the 1996 Convertible  Preferred Stock
(on a basis as if all of the  authorized  shares of 1996  Convertible  Preferred
Stock were then outstanding), (b) obtain stockholder approval of such Amendment,
and (c) file the Amendment.  The "Conversion Date" shall be the date of the last
to occur of (d) the filing of the Amendment and (e) the day after the closing of
the issuance of the Third Shares or the termination of the Purchase Agreement as
a result of a default by the Trust on its  obligations  to  purchase  the Second
Shares or Third Shares.  The Company shall give each holder of 1996  Convertible
Preferred Stock prompt notice of the filing of the Amendment.

     3.6 As soon as practicable  after receiving  notice from the Corporation of
the  Conversion  Date,  each holder of 1996  Convertible  Preferred  Stock shall
surrender his  certificate(s)  evidencing  such shares to the Corporation or its
transfer  agent at the place  designated  in such notice and shall  thereupon be
entitled  to receive  certificates  for the  Conversion  Shares  into which such
shares of 1996 Convertible Preferred Stock have been converted.  Notwithstanding
that the certificates  evidencing any shares of 1996 Convertible Preferred Stock
shall not have been surrendered,  from and after the Conversion Date, the shares
of 1996 Convertible  Preferred Stock shall no longer be deemed outstanding,  the
holders  thereof  shall  cease to be holders  of the shares of 1996  Convertible
Preferred  Stock,  all  rights  whatsoever  with  respect to such  shares  shall
forthwith  terminate  except  only  the  right of the  holders  to  receive  the
Conversion   Shares   deliverable  on   conversion,   upon  surrender  of  their
certificates therefor, and such holders shall for all purposes be deemed holders
of such Conversion

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Shares.  The  issuance  of  certificates  for  shares of Common  Stock  upon the
conversion of shares of 1996  Convertible  Preferred Stock shall be made without
charge to the holders of shares of 1996  Convertible  Preferred for any issue or
stamp tax in respect of the issuance of such certificates, and such certificates
shall be issued in the respective  names of, or in such names as may be directed
by,  the  holders  of  shares of 1996  Convertible  Preferred  Stock  converted;
provided,  however,  that the  Corporation  shall not be required to pay any tax
which may be payable  in  respect  of  transfer  involved  in the  issuance  and
delivery  of any such  certificate  in a name  other  than that of the holder of
shares of 1996 Convertible Preferred Stock converted,  and the Corporation shall
not be required to issue or deliver such certificates unless or until the person
or persons  requesting the issuance  thereof shall have paid to the  Corporation
the  amount of such tax or shall have  established  to the  satisfaction  of the
Corporation that such tax has been paid.

4.   Dividends.  Each holder of shares of the 1996 Convertible Preferred Stock
      shall be entitled to
     ---------
     receive, when and as declared by the Board of Directors, but only out of
      surplus and capital legally available for the payment of dividends, such
      dividends as would have been received by such holder with respect to the
      Conversion Shares underlying such shares of 1996 Convertible
     Preferred Stock if the Conversion Date had occurred on the record date of
      such dividend. The 1996 Convertible Preferred Stock shall be entitled to
      receive no other or preferred dividends.The Series 2 Stock and Series 3
      Stock shall rank pari passu in right to dividends and junior to
     any series of capital stock of the Corporation which ranks senior to the
      1996 Convertible
     Preferred Stock.

5.   Voting Rights.

     5.1 The holders of the shares of 1996 Convertible  Preferred Stock shall be
entitled  to cast a number of votes per share held equal to the number of shares
of Common Stock into which such share of 1996 Convertible  Preferred Stock would
have been converted if the  Conversion  Date had occurred on the record date for
any such vote,  voting on all matters  submitted to a vote of the  Corporation's
stockholders.

     5.2 Except as  otherwise  provided  herein or by law,  the  holders of 1996
Convertible  Preferred Stock and the holders of Common Stock shall vote together
as  one  class  on  all  matters  submitted  to  a  vote  of  the  Corporation's
stockholders.

6.   Holders; Notices.  The term "holder" or "holders" wherever used herein
      with respect to a holder
     ----------------
     or holders of shares of 1996 Convertible Preferred Stock shall mean the
      holder or holders of  record of such shares as set forth on the stock
      transfer record of the Corporation.  Whenever any notice is required to
      be given under this Certificate of Designation, such notice may be
     given personally or by mail.  Any notice given to a holder of any share 
     of 1996 Convertible Preferred Stock shall be sufficient if given to the
      holder of record of such share at the last address set forth for such
      holder on the stock transfer record of the Corporation.  Any notice
     given by mail shall be deemed to have been given when deposited in the
     United States mail with  postage thereon prepaid.The Corporation shall send
    to the holders of the 1996 Convertible Preferred Stock copies of any notices
    , statements, or other communications sent to the holders

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   of the Common Stock and of the setting of a record date for the holders 
    of the Common Stock
     for any purpose.

     IN WITNESS WHEREOF, Xechem International,  Inc. has caused this Certificate
of  Designation,  Preferences,  and  Rights  of the  Class  C  Series  2  Voting
Convertible  Preferred Stock and Class C Series 3 Voting  Convertible  Preferred
Stock to be executed by its duly  authorized  officer  this 25th day of October,
1996.


                                            XECHEM INTERNATIONAL, INC.


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

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