As filed with the Securities and Exchange Commission on December 2, 2005

Registration No. 333-125186

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CDEX Inc.
(Exact Name of Registrant as Specified in Its Charter)

Nevada 52-2336836
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

1700 Rockville Pike, Suite 400
Rockville, Maryland 20852
(301) 881-0080
(Address, Including Zip Code, of Registrant's Principal Executive Offices)

2002 Stock Incentive Plan
2003 Stock Incentive Plan
(Full Title of Plan)

Malcolm H. Philips, Jr.
1700 Rockville Pike, Suite 400
Rockville, Maryland 20852
(301) 881-0080
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)

Copy to:

Jeffrey A. Rinde, Esq.
Hodgson Russ LLP
60 East 42nd St., 37th Floor
New York, New York 10165
(212) 661-3535
Facsimile: (212) 972-1677

EXPLANATORY NOTE

The purpose of this Form S-8 registration statement is to register shares of the
Class A common stock of CDEX Inc. (the "Company") issued or available for
issuance under the Company's 2002 Stock Incentive Plan and 2003 Stock Incentive
Plan.

This registration statement includes a reoffer prospectus prepared in accordance
with the requirements of Instruction C to Form S-8 and Part I of Form S-3. The
reoffer prospectus may be utilized for reoffers and resales of "restricted
securities" or of securities acquired under the Plan by the Company's directors
and officers deemed to be "affiliates" under Rule 405.

This Amendment No. 1 to Form S-8, among other things, increases the number of
shares included in the reoffer prospectus and changes certain information in the
Selling Shareholder table.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.
Such documents need not be filed with the SEC either as part of this
registration statement or as prospectuses or prospectus supplements, pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this registration statement, pursuant to Item 3 of Part II of
this registration statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

AMENDED AND RESTATED REOFFER PROSPECTUS

CDEX Inc.

4,471,419 Shares of Class A Common Stock

This Amended and Restated Reoffer Prospectus (this "Prospectus") relates to the
reoffer and resale of up to 4,471,419 shares of Class A common stock, par value
$.005 per share, of CDEX Inc. by officers, directors and other "affiliates" as
defined in Rule 405, promulgated under the Securities Act of 1933, as amended
(the "Securities Act"). These affiliates ("Selling Shareholders") acquired the
shares under the Company's 2003 Stock Incentive Plan (the "2003 Plan") and the
Company's 2002 Stock Incentive Plan (the "2002 Plan") (collectively, the
"Plans").

The Selling Shareholders will determine when they will sell their shares, and in
all cases they will sell their shares at the then-prevailing market price or at
prices negotiated at the time of sale. We will not receive any proceeds from
these sales. The brokers and dealers that the Selling Shareholders may utilize
in selling their shares may receive compensation in the form of underwriting
discounts, concessions or commissions from the sellers or purchasers of the
shares.

Our stock is traded on the OTC Bulletin Board under the symbol "CEXI.OB." On
November 21, 2005, the last reported sale price of our Class A common stock on
the OTC Bulletin Board was $1.10 per share. On November 21, 2005, there were
35,679,971 shares of our Class A common stock issued and outstanding.

Our principal executive offices are located at 1700 Rockville Pike, Suite 400,
Rockville, Maryland 20852, and our telephone number is (301) 881-0080.

Investing in the shares involves risks, which are described from time to time in
the periodic reports we file with the Securities and Exchange Commission
("SEC"), and which we incorporate herein by reference. Also see "Risk Factors"
beginning on page 2.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is December 2, 2005.

TABLE OF CONTENTS

Risk Factors........................................................... 3

Cautionary Statement Regarding Forward-Looking Statements.............. 9

Business............................................................... 10

Selling Shareholders................................................... 10

Plan Description....................................................... 12

Plan of Distribution................................................... 13

Use of Proceeds........................................................ 14

Experts................................................................ 14

Indemnification of Directors and Officers.............................. 14

Legal Matters.......................................................... 15

Where You Can Find More Information.................................... 15

Incorporation of Certain Documents by Reference........................ 16

RISK FACTORS

RISKS RELATED TO OUR BUSINESS

A history of operating losses and an accumulated deficit may affect CDEX's
ability to survive.

We have a history of operating losses and an accumulated deficit. Since our
principal activities to date have been limited to organizational activities,
research and development, product development and limited marketing and sales,
CDEX has produced only limited revenues. In addition, we have only limited
assets. As a result, we cannot be certain that CDEX will continue to generate
revenues or become profitable in the future. If we are unable to obtain
customers and generate sufficient revenues to operate profitably, our business
will not succeed.

CDEX has received a going concern opinion from its independent auditors that
expresses uncertainty regarding its ability to continue as a going concern.

We have received a report from our independent auditors for the fiscal year
ended October 31, 2004 containing an explanatory paragraph that expresses
uncertainty regarding our ability to continue as a going concern due to
historical negative cash flow. We cannot be certain that our business plans will
be successful or what actions may become necessary to preserve our business. Any
inability to raise capital may require us to reduce operations or could cause
our business to fail.

Our limited operating history makes our future operating results unpredictable
rendering it difficult to assess the health of our business or its likelihood of
success. The inability to assess these factors could result in a total loss of
an investor's investment in CDEX.

In the case of an established company in an ongoing market, investors may look
to past performance and financial condition to get an indication of the health
of the company or its likelihood of success. Our short operating history and the
evolving nature of the explosives detection and chemical identification markets
in which we focus make it difficult to forecast our revenues and operating
results accurately. We expect this unpredictability to continue into the future
due to the following factors:

o the timing of sales of our products and services, particularly in light of
our minimal sales history;

o difficulty in keeping current with changing technologies;

o unexpected delays in introducing new products, new product features and
services

o increased expenses, whether related to sales and marketing, product
development or administration;

o deferral of recognition of our revenue in accordance with applicable
accounting principles due to the time required to complete projects;

o the mix of product license and services revenue; and

o costs related to possible acquisitions of technologies or businesses.

CDEX could experience operating losses or even a total loss of our business
which, as a result of the foregoing factors, would be difficult to anticipate
and could thus cause a total loss of capital invested in CDEX.

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The absence of a permanent, full-time chief financial officer leaves CDEX
without the benefit of this type of expertise and the consistent monitoring of
controls and procedures which a full-time chief financial officer would afford.

In April 2004 we retained a qualified part-time chief financial officer on a
consultancy basis, however, we have not retained a permanent, full-time chief
financial officer. The responsibilities of the principal accounting and
financial officer are currently being handled by our CEO. We have also added to
our board of directors a qualified financial expert as described in the
Sarbanes-Oxley Act.

The Sarbanes-Oxley Act requires public companies to maintain disclosure controls
and procedures that are designed to ensure that information required to be
disclosed in reports filed with the SEC is recorded, processed, summarized and
reported within the time required. This includes controls and procedures to
ensure that such information is accumulated and communicated to management,
including the chief executive and financial officers, so as to allow timely
decisions regarding required disclosure of such information. The Sarbanes-Oxley
Act also requires documentation of internal control procedures, remediation as
needed, and periodic testing of the controls, and these requirements are
expected to apply to smaller companies such as CDEX beginning in 2007. A
permanent, full-time chief financial officer would coordinate and oversee these
procedures and our disclosure, bringing to bear specific financial and
accounting expertise. Our CEO currently performs this function with guidance
from our part-time chief financial officer and others.

Lack of additional financing could prevent us from operating profitably which,
eventually, could result in a total loss of our business.

Since our inception, we have funded our operations through borrowings and
financings. Current funds available to CDEX may not be adequate for us to be
competitive in the areas in which we intend to operate, and we have no
arrangements or commitments for ongoing funding. If funding is insufficient at
any time in the future, we may not be able to grow revenue, take advantage of
business opportunities or respond to competitive pressures. The unavailability
of funding could prevent us from producing additional revenues or ever becoming
profitable. Our continued operations, as well as the successful implementation
of our business plan, may therefore depend upon our ability to raise additional
funds of approximately $2,500,000 through bank borrowings or equity or debt
financing over the next twelve months. We continue to seek prospective investors
who may provide some of this funding. However, such funding may not be available
when needed or may not be available on favorable terms. Certain family members
of our management team have advanced funds to CDEX on an as-needed basis
although there is no definitive or legally binding arrangement to do so. All
such advances have been repaid. If we do not produce revenues and become
profitable, eventually, we will be unable to sustain our business.

CDEX shareholders will experience significant dilution if we issue additional
equity to fund operations or acquire businesses or technologies.

If working capital or future acquisitions are financed through the issuance of
equity securities, CDEX shareholders will experience significant dilution. In
addition, securities issued in connection with future financing activities or
potential acquisitions may have rights and preferences senior to the rights and
preferences of the currently outstanding CDEX shares of common stock. The
conversion of future debt obligations into equity securities could also have a
dilutive effect on our shareholders. Regardless of whether our cash assets prove
to be inadequate to meet our operational needs, we may elect to compensate
providers of services by issuing stock in lieu of cash.

Our potential inability to protect the proprietary rights in CDEX's technologies
and intellectual property may hamper our ability to manufacture products which
would prevent us from earning revenues or becoming profitable.

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Our success and ability to compete will depend in part on the protection of our
potential patents and other proprietary information. We currently have four
patent applications pending for our chemical detection technologies. We rely on
non-disclosure agreements and patent and copyright laws to protect the
intellectual property that we have developed and plan to develop. However, such
agreements and laws may provide insufficient protection. Moreover, other
companies may develop products that are similar or superior to CDEX's or may
copy or otherwise obtain and use our proprietary information without
authorization. If a third party were to violate one or more of our patents, we
may not have the resources to bring suit or otherwise protect the intellectual
property underlying the patent. In the event of such a violation or if a third
party appropriated any of our unpatented technology, such party may develop and
market products which we intend to develop and/or market. We would lose any
revenues which we would otherwise have received from the sale or licensing of
those products. This could prevent our ever making a profit on any products
based upon the misappropriated technology.

Policing unauthorized use of CDEX's proprietary and other intellectual property
rights could entail significant expense and could be difficult or impossible. In
addition, third parties may bring claims of copyright or trademark infringement
against CDEX or claim that certain of our processes or features violate a
patent, that we have misappropriated their technology or formats or otherwise
infringed upon their proprietary rights. Any claims of infringement, with or
without merit, could be time consuming to defend, result in costly litigation,
divert management attention, and/or require CDEX to enter into costly royalty or
licensing arrangements to prevent further infringement, any of which could
increase our operating expenses and thus prevent us from becoming profitable.

Our competitive position also depends upon unpatented trade secrets. Trade
secrets are difficult to protect. Our competitors may independently develop
proprietary information and techniques that are substantially equivalent to ours
or otherwise gain access to our trade secrets, such as through unauthorized or
inadvertent disclosure of our trade secrets. If this occurs, our competitors may
use our processes or techniques to develop competing products and bring them to
market ahead of us. This could prevent us from becoming profitable.

We may rely on certain intellectual property licensed from third parties, and
may be required to license additional products or services in the future, in
order to move forward with our business plan. These third party licenses may be
unavailable on acceptable terms, when needed or at all. An inability to enter
into and maintain any of these licenses could prevent us from developing or
marketing products based upon the underlying technology which could prevent us
from earning revenues on these products or from becoming profitable.

No assurance of successful manufacturing may affect our ability to survive.

CDEX itself has no experience in manufacturing commercial quantities of
products, and our management has had limited experience in this area. We
presently have no plans for developing in-house manufacturing capability beyond
aggregating off the shelf components for our initial units into a final
assembly. Accordingly, we depend upon outside manufacturers to manufacture and
assemble our products. In our early stages with each new product, we plan to do
the final assembly and testing of the initial units in-house. We cannot be
certain that the terms of such arrangement will be favorable enough to permit
our products to compete effectively in the marketplace.

Dependence on outsourced manufacturing may affect ability to bring products to
market.

At present, we do not plan to manufacture any of our products in-house. We are
considering different possibilities for bringing different products to market
among them, licensing to third parties or outsourcing manufacturing. The risks
of association with outsourced manufacturers are related to their operations,

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finances and suppliers. CDEX would have little control over an outsourced
manufacturer and may suffer losses if any outside manufacturer fails to perform
its obligations to manufacture and ship the manufactured product. These
manufacturers' financial affairs may also affect our ability to obtain product
from them in a timely fashion should they fail to continue to obtain sufficient
financing during a period of incremental growth. Problems with outsourced
manufacturers could damage our relationships with our clientele and cost us
future revenues. If we are unable to contract with adequate manufacturers, and
in the absence of licensing or other means, we may be unable to market our
products. This would prevent us from earning revenues.

Lack of market acceptance may limit our ability to sell products and generate
revenues which would prevent us from earning revenues or becoming profitable.

We cannot be certain that any products which we successfully develop will ever
achieve wide market acceptance. Our products, if successfully developed, may
compete with a number of traditional products manufactured and marketed by major
technology companies, as well as new products currently under development by
such companies and others. In the explosives detection marketplace, for example,
many airports and other facilities and agencies have already invested in and
implemented systems that are based upon technology that is different from ours.
While we believe our technology is superior, we will have to demonstrate its
superiority to these potential customers in order to sell our products and
generate revenues. We may encounter similar obstacles in other application
areas. The degree of market acceptance of our products will depend on a number
of factors, including the establishment and demonstration of the efficacy of the
product candidates, their potential advantage over alternative methods and
reimbursement policies of government and third party payors. We cannot be
certain that the marketplace in general will accept and utilize any of our
products. If potential customers do not accept and purchase our products, we
will be unable to generate revenues and become profitable.

We intend to market our products in industries where technology changes rapidly,
and we will incur costs to keep our products current and innovative. Our failure
to do so could render our products obsolete, making our business unprofitable.

We hope to market our products in industries characterized by rapid change due
to the introduction of new and emerging technologies. Critical issues concerning
the governmental or commercial use of chemical detection mechanisms, including
security, reliability, accuracy, cost, ease of use, accessibility, or potential
tax or other government regulation, may affect the relevance and functionality
of our products. Future technology or market changes may cause some of our
products to become obsolete more quickly than expected. We will need to make
research and development expenditures to create new features for our products to
enhance their effectiveness and become and remain competitive. If we are
unsuccessful in timely assimilating development changes in the various
environments, we may be unable to achieve or maintain profitability.

Potential defects and product liability could result in delays in market
acceptance, unexpected liability and costs and diminished operating results.

Technology-based products frequently contain errors or defects, especially when
first introduced or when new versions are released. Defects and errors could be
found in current versions of our products, future upgrades to current products
or newly developed and released products. These defects could result in product
liability suits, delays in market acceptance or unexpected redevelopment costs,
which could cause any profits we might otherwise have to decline. We anticipate
most of our agreements with customers will contain provisions designed to limit
our exposure to potential product liability claims. It is possible, however,
that we will be unable to negotiate such provisions with certain customers or
that these provisions, if negotiated, may not be valid as a result of federal,
state, local or foreign laws or ordinances or unfavorable judicial decisions. A
successful product liability claim could damage our business, operating results
and financial condition. Prior to the actual licensing of our technologies for

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use in distributed products or the entry of our products made by us into the
market, we plan to procure product liability insurance. Although we have
researched policies for such insurance, we currently have none in place, and we
cannot be certain that the amount or extent of coverage will be adequate once we
obtain it.

Our potential future business and/or technology acquisitions may be
unpredictable and may cause our business to suffer.

CDEX intends to expand its operations through the acquisition of additional
technologies (either by purchasing other businesses or acquiring their
technological assets) which it perceives to be unexploited and develop products
based upon these technologies. We have not yet identified these specific
technologies, and some of these technologies may be outside our current field of
operations. However, we may be unable to identify any such businesses or
technologies. Expansion may involve a number of special risks, including
possible adverse effects on our operating results or balance sheet (particularly
in the event of impairment of acquired intangible assets), diversion of
management attention, inability to retain key personnel, risks associated with
unanticipated events, any of which could prevent us from becoming profitable. In
addition, if competition for acquisition candidates or technologies were to
increase, the cost of acquiring businesses or technologies could increase as
well. If we are unable to implement and manage our expansion strategy
successfully, our business may suffer or fail.

Substantial competition may limit our ability to sell products and thereby our
chances of becoming profitable.

We may experience substantial competition in our efforts to locate and attract
customers for our products. We are aware of two significant competitors in the
explosives detection industry which we believe have greater experience,
resources and managerial capabilities and may be in a better position than we
are to obtain access to and attract customers. A number of larger companies
similarly may enter some or all of our target markets and directly compete with
us. In the counter-terrorism arena, it is difficult to assess our competition
due to the high level of secrecy and lack of available information with respect
to defense and homeland security contracts and contractors. We must assume that
the demand for the technology in this area has given rise to a corresponding
supply of scientists and others who are developing technology similar to, or
otherwise competitive with, ours. In the area of brand protection, many
companies may seek to develop technology in-house to protect their own brands
rather than contract with us for our technology. In the areas of medical and
pharmaceutical validation and brand protection, various existing technologies
compete with ours and already are in use in the marketplace. These include radio
frequency identification tags, tagant agents (chemical agents added to the
target substance to serve solely as identifying tags) and bar coding. If our
competitors are more successful in marketing their products, we may be unable to
achieve or maintain profitability.

Loss of any of our current management or inability to recruit and retain quality
personnel could adversely impact our business and prospects. Our directors and
officers exert substantial control over our business and operations.

We are dependent on our officers and other key personnel, i.e., Malcolm Philips
Jr., James O. Griffin, Timothy Shriver and Dr. Wade Poteet, respectively, our
Chairman of the Board, our Chief Operating Officer, our Senior Vice President of
Technical Operations and a key employee. The loss of any of our key personnel
could materially harm our business because of the cost and time necessary to
retain and train a replacement. Such a loss would also divert management
attention away from operational issues. This would increase costs and prevent or
reduce our profits. To minimize the effects of such loss, we have entered into
employment contracts and non-competition agreements with our key officers and
employees, including Messrs. Philips, Griffin and Shriver.

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Our management lacks experience in this market.

Although widely experienced in other industries, our current senior management
team has little experience leading the development, marketing and sales of
technology products in the chemical detection and validation marketplace. This
lack of experience could lead to inefficiency and slow the process of marketing
our products and prevent us from making sales or becoming profitable.

RISKS RELATING TO THE OFFERING AND OUR COMMON STOCK

There has not been any significant prior trading market for our shares, and we
cannot be certain that one will develop or that broker/dealers will make a
market in our common stock.

Our common stock began trading on the Over-the-Counter Bulletin Board in April
2005. We cannot be certain that our shares will be actively traded or at what
prices they will trade. If an active trading market for our common stock does
not develop, an investor may find it difficult to dispose of, or to obtain
accurate quotations as to the market value of, our securities.

If CDEX is unable to maintain National Association of Securities Dealers, Inc.
member broker/dealers as market makers, the liquidity of our common stock could
be impaired, not only in the number of shares of common stock which could be
bought and sold, but also through possible delays in the timing of transactions,
and lower prices for our common stock than might otherwise prevail. Furthermore,
the lack of market makers could result in CDEX shareholders being unable to buy
or sell shares of our common stock on any secondary market. We may be unable to
maintain such market makers.

Risk of low priced securities may affect the market value of our stock.

Our common stock may be subject to the low-priced security or so called "penny
stock" rules that impose additional sales practice requirements on
broker-dealers who sell such securities. The Securities Enforcement and Penny
Stock Reform Act of 1990 ("Reform Act") requires additional disclosure in
connection with any trades involving a stock defined as a "penny stock"
(generally defined as, according to recent regulations adopted by the U.S.
Securities and Exchange Commission, any equity security that has a market price
of less than $5.00 per share, subject to certain exceptions), including the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith. The
regulations governing low-priced or penny stocks sometimes may limit the ability
of broker-dealers to sell CDEX's common stock and thus, ultimately, the ability
of the investors to sell their securities in the secondary market. Prices for
CDEX shares will be determined in the marketplace and may be influenced by many
factors, including the depth and liquidity of the market for the shares, CDEX's
results of operations, what investors think of CDEX and the chemical detection
and validation industry, changes in economic conditions in the industry, and
general economic and market conditions. Market fluctuations could have a
material adverse impact on the trading price of our shares.

Sale of shares eligible for future sale could adversely affect the market price
of our common stock.

3,748,777 of the 33,167,764 outstanding shares of our Class A common stock have
been issued in reliance on a registration exemption under the Securities Act of
1933, as amended, and are eligible for sale in the open market without
registration in reliance upon Rule 144 under the Securities Act. In general,
under Rule 144 a person, or persons whose shares are aggregated, who has
beneficially owned shares acquired in a non-public transaction for at least one
year, including persons who may be deemed "affiliates" of CDEX, as defined in
Rule 144, would be entitled to sell within any three-month period a number of
shares that does not exceed the greater of 1% of the then outstanding shares of
common stock, or the average weekly reported trading volume during the four
calendar weeks preceding such sale, provided that current public information is

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then available. In addition, a person who is not deemed to have been an
affiliate at any time during the three (3) months preceding a sale and who has
beneficially owned the restricted securities for the last two (2) years, is
entitled to sell all such shares without regard to the volume limitations,
current public information requirements, manner of sale provisions and notice
requirements. If a substantial number of the shares owned by these shareholders
were sold under Rule 144, the market price of our common stock could be
adversely affected.

Distribution of shares of our common stock by a significant shareholder could
create an overhang in the market.

By order of the District Court of Travis County, Texas, Loch Harris, Inc., a
significant CDEX shareholder, was ordered to distribute to its shareholders and
others approximately 12,000,000 shares of CDEX common stock which it held. These
shares were originally issued to Loch Harris pursuant to an Asset Purchase
Agreement between CDEX and Loch Harris in exchange for certain intellectual
property rights acquired by CDEX from Loch Harris. The agreement required Loch
Harris to distribute these shares to its shareholders. By January 2002, the
shares had not yet been distributed. At that time, certain of Loch Harris's
shareholders filed a class action lawsuit against it, demanding, among other
claims, that it distribute these shares to its shareholders. As part of the
settlement of this suit, Loch Harris was required to do so. The shares were
distributed to approximately 37,000 Loch Harris shareholders without
registration, pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, because they were issued by court order. Prior to the court's order,
these shares were restricted and could not be sold publicly by Loch Harris.
However, under the court order and pursuant to Section 3 of the Securities Act,
these shares are unrestricted in the hands of the individual shareholders of
Loch Harris. Thus, in addition to the shares offered hereby, 12,000,000 shares
held by the shareholders of this significant shareholder are eligible for public
sale (subject to any state securities law requirements). As a result, the prices
at which our shares trade may be lower than the price that would be expected for
a fully distributed issue.

Holders of our Class B Common Stock (the majority of which is currently held by
our executive officers) will control the election of a majority of our board of
directors until December 11, 2006.

Until December 11, 2006, the holders of shares of our Class B Common Stock are
entitled to vote as a class to elect a majority of our directors. The majority
of these shares are now held by our executive officers. Until that time, holders
of shares of Class A Common Stock are only entitled to vote as a class to elect
the remainder of our directors. Following December 11, 2006, holders of Class A
Common Stock and Class B Common Stock shall be entitled to one vote per share on
the election of directors. As a result, prior to December 11, 2006, purchasers
of the shares in this offering will be unable to elect a majority of the
directors of CDEX. Our executive officers hold the majority of the issued and
outstanding shares of Class B Common Stock.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Information included in this prospectus may contain forward-looking statements.
This information may involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements to be
materially different from the future results, performance or achievements
expressed or implied by any forward-looking statements. Forward-looking
statements, which involve assumptions and describe our future plans, strategies
and expectations, are generally identifiable by use of the words "may,"
"should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
or the negative of these words or other variations on these words or comparable
terminology.

This prospectus contains forward-looking statements, including statements
regarding, among other things, (a) our projected sales and profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our future
financing plans, and (e) our anticipated needs for working capital. These

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statements may be found under "Management's Discussion and Analysis of Financial
Conditions and Results of Operations" and "Our Business," as well as in this
prospectus generally. Actual events or results may differ materially from those
discussed in forward-looking statements as a result of various factors,
including, without limitation, the risks outlined under "Risk Factors" and
matters described in this prospectus generally. In light of these risks and
uncertainties, there can be no assurance that the forward-looking statements
contained in this prospectus will in fact occur.

BUSINESS

CDEX Inc. was incorporated in the State of Nevada on July 6, 2001. We are a
technology company with a current focus on developing and marketing products
using chemical detection and validation technologies. At present, we are
devoting our resources to the development of products for two distinct markets:

(i) identification of substances of concern (e.g., explosives,
illegal drugs and chemical/biological weapons); and

(ii) validation of substances for anti-counterfeiting, brand
protection and quality assurance (e.g., validation of
prescription medication; detection of counterfeit or sub-par
products for brand protection; and quality assurance inspection
of incoming raw materials and outgoing final products).

All CDEX products are based on applying the same underlying technologies for
which we have patents pending.

We anticipate acquiring other technologies in the future through partnering and
investment. However, unless and until such time as we acquire other technology
assets, we anticipate that almost all of our revenues, if any, will come from
our chemical detection products.

Our principal office is located at 1700 Rockville Pike, Suite 400, Rockville, MD
20852. Our telephone number is (301) 881-0080.

SELLING SHAREHOLDERS

This prospectus relates to shares of Class A common stock that are being
registered for reoffer and resale by selling shareholders who have acquired or
may acquire shares of common stock pursuant to our 2002 and/or 2003 Stock
Incentive Plan, and who may be deemed "affiliates" of the company. An
"affiliate" is defined under the Securities Act as "a person that directly or
indirectly, through one or more intermediaries, controls or is controlled by, or
is under common control with" the company. The Selling Shareholders may resell
any or all of the shares of common stock at any time while this prospectus is
current.

Executive officers, directors or others who are considered to be affiliates of
the Company who acquire Common Stock under the Plan may be added to the list of
selling shareholders, and their number of Shares to be sold may be increased or
decreased by the use of a prospectus supplement filed with the SEC.

The inclusion of the shares of Common Stock in the table below does not
constitute a commitment to sell any shares.

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Number of Class A Number of Class
Shares Beneficially A Shares to be
Owned Prior to the Offered in Class A Shares Beneficially
Offering (1) Offering Owned After the Offering
------------------------------------------------------------------------------
Number Percent
---------------------------------

Malcolm H. Philips, Jr.,
CEO/President/Chairman of the Board of 2,146,000 (2) 2,146,000 0 0
Directors

Timothy Shriver, Sr. Vice President of
Technical Operations / Director 1,277,658 1,277,658 0 0

George Dials, Director 180,000 180,000 0 0

B.D. Liaw, Director 175,000 175,000 0 0

John A. Knubel, Director 85,000 85,000 0 0

Malcolm H. Philips, III family member &
Dana E. Philips 70,000 (3) 70,000 0 0

James O. Griffin, Chief Operating Officer
18,000 (4) 54,000 (5) 0 0

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

(1) Represents shares held by the selling shareholders subject to outstanding
employee stock options granted under the Company's 2002 and/or 2003 Stock
Incentive Plan. Unless otherwise indicated, the shareholders have sole voting
and investment power with respect to all shares shown as beneficially owned by
them. However, certain shares may be deemed to be beneficially owned by more
than one holder as a result of attribution of ownership among affiliated persons
and entities, or pursuant to contractual or other arrangements. The inclusion of
any shares for any shareholder shall not be deemed an admission that such
shareholder is, for any purpose, the beneficial owner of such shares. In
addition, a person is deemed to be the beneficial owner of a security if that
person has the right to acquire beneficial ownership of such security within 60
days.

(2) Includes shares transferred by gift to family members of Mr. Philips, a
family limited partnership and FGW LLC, a limited liability company over which
Mr. Philips holds at least 50% voting control.

(3) Shares received as a gift from Malcolm H. Philips, Jr., the father of
Malcolm H. Philips, III.

(4) Represents shares which have vested to date under Mr. Griffin's employment
agreement but which have not yet been certificated.

(5) Includes 18,000 shares which have vested to date and an additional 36,000
shares which vest in increments of 9,000 shares on each of December 31, 2005 and
January 31, February 28 and March 31, 2006.

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PLAN DESCRIPTION

2002 Stock Incentive Plan

On May 27, 2002, our board of directors adopted the 2002 Stock Incentive Plan,
under which stock options and restricted stock may be granted to such of our
officers, directors, employees or other persons providing services to CDEX as
our board of directors, or a committee designated by them for this purpose,
selects. The plan was approved by our stockholders on July 1, 2002.

Stock options granted under the plan may be nonqualified stock options or
incentive stock options, as provided in the plan. Incentive stock options are to
be issued in accordance with Section 422 of the Internal Revenue Code of 1986,
as amended. As such, they may only be issued to employees of CDEX or any
subsidiary of CDEX, and must have an exercise price of no less than 110% of fair
market value of the common stock on the date of the grant. The aggregate fair
market value of the underlying shares cannot exceed $100,000 for any individual
option holder during any calendar year. Also, incentive stock options must
expire no later than five years from the date of grant. Non-incentive options
are not subject to the restrictions contained in Section 422, except that
pursuant to the plan, such options cannot be exercisable at less than 85% of
fair market value and must expire no later than ten years from the date of
grant. The options are non-transferable and may not be assigned except that
non-incentive options may, in certain cases be assigned to family members of the
grantee. Upon termination of the employment (other than for cause) of a grantee
of options under this plan, the grantee shall have 60 days following such
termination, or one year if such termination results from the grantee's death or
disability (as defined in the plan), to exercise the vested portion of any
option.

Holders of options under the plan have no voting or other rights of shareholders
except and to the extent that they exercise their options and are issued the
underlying shares. Options under the plan may be exercised by the issuance of a
promissory note from the grantee, or on a cashless basis by the grantee
surrendering a portion of the shares issuable thereunder, as payment of the
exercise price in lieu of cash.

Restricted stock granted under this plan may be issued subject to any
restrictions set by our board of directors in its discretion except that the
vesting restrictions for restricted stock granted to individuals who are not
officers, directors or consultants of CDEX shall lapse no less rapidly than the
rate of 20% per year for each of the first five years from the grant date.
However, the board of directors in its discretion may shorten or eliminate the
restrictions. Generally, unless otherwise provided by the board of directors
with respect to a particular grant of restricted stock, holders of restricted
stock have the right to vote and receive dividends on their shares, including
shares not yet vested. Also, unless otherwise so provided, any unvested shares
are deemed forfeited by the grantee upon termination of such grantee's service
with CDEX.

2003 Stock Incentive Plan

On July 1, 2003, our shareholders adopted the 2003 Stock Incentive Plan, which
has substantially the same terms as the 2002 Stock Incentive Plan. We have
reserved 10,000,000 shares in the aggregate for issuance under both the 2002 and
2003 plans, including 3,000,000 available for the Board of Directors to allocate
to the Incentive Plan at their discretion as approved by the Shareholders at our
June 2004 Annual Meeting.

To date, we have issued 8,650,168 shares of common stock under the plans to
certain of our officers, directors, consultants and employees, which are subject
to forfeiture in accordance with the vesting schedules set forth in the granting
agreements. No options are currently outstanding under the plans. Shares issued
pursuant to the plans, whether underlying options or as restricted stock,
generally may not be sold or transferred without the grantee first offering CDEX
a right of first refusal to purchase the shares sought to be sold.

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We have issued shares of restricted stock to our Directors as compensation for
their board services. We have also issued shares of restricted stock to John
Knubel, Director, for consulting services rendered separately from his board
capacity.

PLAN OF DISTRIBUTION

Shareholders selling under this prospectus may, from time to time, sell any or
all of their shares of common stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions. These sales
may be at fixed or negotiated prices. The selling shareholders may use any one
or more of the following methods when selling shares:

- - ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;

- - block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction;

- - purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;

- - an exchange distribution in accordance with the rules of the applicable
exchange;

- - privately negotiated transactions;

- - short sales;

- - broker-dealers may agree with the selling shareholders to sell a specified
number of such shares at a stipulated price per share; - a combination of
any such methods of sale; and

- - any other method permitted pursuant to applicable law.

The selling shareholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended, if available, rather than under this
prospectus.

The selling shareholders may also engage in short sales against the box, puts
and calls and other transactions in our securities or derivatives of our
securities and may sell or deliver shares in connection with these trades. The
selling shareholders may pledge their shares to their brokers under the margin
provisions of customer agreements. If a selling shareholder defaults on a margin
loan, the broker may, from time to time, offer and sell the pledged shares.

Broker-dealers engaged by the selling shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling shareholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

The selling shareholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

- 13 -

We are required to pay all fees and expenses incident to the registration of the
shares being registered herein, including any fees and disbursements of counsel
to the selling shareholders, which we estimate to be approximately $10,000 in
the aggregate. We have agreed to indemnify certain of the selling shareholders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.

USE OF PROCEEDS

The Shares are being registered for the account of the Selling Shareholders.
Accordingly, the Company will not receive any of the proceeds from the sale of
Shares by the Selling Shareholders.

EXPERTS

The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Aronson & Company, independent registered public accounting firm, as indicated
in their reports with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in accounting and auditing.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada corporation law provides that:

1. a corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful;

2. a corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper; and

3. to the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or

- 14 -

proceeding, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

We may make any discretionary indemnification only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances.

The determination must be made:

- - by our stockholders, or;

- - by our board of directors by majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding; - if a majority vote of
a quorum consisting of directors who were not parties to the action, suit or
proceeding so orders, by independent legal counsel in a written opinion; - if a
quorum consisting of directors who were not parties to the action, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion; or - by court order.

Our Articles of Incorporation provide for indemnification of agents of the
Company through bylaw provisions, agreements with such agents or other persons,
vote of stockholders or disinterested directors or otherwise, in excess of the
indemnification and advancement otherwise permitted under, and subject only to
the limits imposed by, Nevada law. Our Articles of Incorporation further provide
that we may purchase and maintain insurance against any liability asserted
against an indemnified party.

However, insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

LEGAL MATTERS

The validity of the Shares offered has been passed upon for us by Bondy &
Schloss LLP, New York, New York.

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly and special reports, proxy statements,
any amendments to those reports and other information with the SEC. You may read
and copy any documents filed by us with the SEC at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Reports,
proxy statements and information statements, any amendments to those reports and
other information filed electronically by us with the SEC are available to the
public at the SEC's website at http://www.sec.gov.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by us with the SEC are incorporated herein by
reference as of their respective dates of filing and shall be deemed to be a
part hereof:

o Our Quarterly Report on Form 10-QSB for the quarter ended July 31, 2005,
and any amendments thereto;

o Our Quarterly Report on Form 10-QSB for the quarter ended April 30, 2005,
and any amendments thereto;

o Our Quarterly Report on Form 10-QSB for the quarter ended January 31, 2005,
and any amendments thereto;

o Our Annual Report on Form 10-KSB for the year ended October 31, 2004, and
any amendments thereto;

o The Current Report on Form 8-K, filed with the SEC on November 14, 2004.

o The Current Report on Form 8-K, filed with the SEC on November 2, 2004.

o The Current Report on Form 8-K, filed with the SEC on September 19, 2004.

o All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since October 31, 2004;

o The description of our common stock contained on the Form SB-2 registration
statement, filed with the SEC on February 2, 2004, as amended; and

o All documents filed by us pursuant to Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934, as amended, subsequent to the date of
this prospectus and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference and a part of this Prospectus from the date such documents are
filed.

For purposes of this prospectus, any statement in a document incorporated or
deemed incorporated by reference is modified or superseded to the extent that a
statement in this prospectus, or in any subsequently filed document which is or
is deemed to be incorporated by reference, modifies or supersedes it. Any
statement so modified or superseded is not, except as so modified or superseded,
to constitute a part of this Prospectus.

Upon written or oral request, we will provide a copy of the documents we
incorporate by reference, at no cost, to any person who receives this
Prospectus, including any beneficial owner of our Common Stock. To request a
copy of any or all of these documents, you should write or telephone us at the
following address and telephone number:

1700 Rockville Pike, Suite 400
Rockville, Maryland 20852
(301) 881-0080

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by us with the Securities and Exchange Commission
(the "SEC") are incorporated herein by reference as of their respective dates of
filing and shall be deemed to be a part hereof: