FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ellis Michael E 		2. Issuer Name and Ticker or Trading Symbol

XETHANOL CORP [ XNL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President/Operating Div.
(Last)          (First)          (Middle)

C/O XETHANOL CORPORATION, 3348 PEACHTREE RD, NE, TOWER 200, #250 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/9/2008
(Street)

ATLANTA, GA 30326-1067
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) 10/9/2008     A    80000   (2) A $0   85600   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to purchase)   (1) $0.19   10/9/2008     A     140000         (2) 10/9/2015   Common Stock   140000   $0   140000   D    

Explanation of Responses:
( 1)  See attached remarks
( 2)  See attached remarks

Remarks:
(1) These shares of restricted stock and options were granted by the issuer's compensation committee of the board of
directors on October 9, 2008 under the issuer's 2005 Incentive Compensation Plan.

(2) These shares of restricted stock and options will vest as to the number of shares specified below upon satisfaction of
the vesting conditions, subject to earlier forfeiture or termination as described below:

- One-half of the restricted stock and the stock option shall vest if the closing price of the issuer's common stock as
reported on the American Stock Exchange equals or exceeds $1.50 per share for ten consecutive trading days (the "Initial
Threshold Price") on or before October 9, 2011; provided that if the Initial Threshold Price is not achieved on or before
the October 9, 2011, all of the restricted stock and the stock option shall be forfeited and terminated.

- If and only if the Initial Threshold Price is achieved on or before October 9, 2011, an additional one-fourth of the
restricted stock and the stock option shall vest if the closing price of the issuer's common stock as reported on the
American Stock Exchange equals or exceeds $2.00 per share for ten consecutive trading days on or before October 9, 2015.

- If and only if the Initial Threshold Price is achieved on or before October 9, 2011, an additional one-fourth of the
restricted stock and the stock option shall vest if the closing price of the issuer's common stock as reported on the
American Stock Exchange equals or exceeds $2.50 per share for ten consecutive trading days on or before October 9, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ellis Michael E
C/O XETHANOL CORPORATION
3348 PEACHTREE RD, NE, TOWER 200, #250
ATLANTA, GA 30326-1067

President/Operating Div.

Signatures
/s/ Michael E. Ellis 10/13/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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