UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 SCHEDULE 14D-9
                                (AMENDMENT NO. 8)
                   SOLICITATION/RECOMMENDATION STATEMENT UNDER
             SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

                                 EXEGENICS INC.
                            (NAME OF SUBJECT COMPANY)

                                 EXEGENICS INC.
                        (NAME OF PERSON FILING STATEMENT)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
         SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                              301610 (COMMON STOCK)
                   (CUSIP NOT APPLICABLE FOR PREFERRED STOCK)
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                             RONALD L. GOODE, PH.D.
                                 EXEGENICS INC.
                                2110 RESEARCH ROW
                               DALLAS, TEXAS 75235
                                 (214) 358-2000
            (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
                TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF
                          THE PERSON FILING STATEMENT)

                                    COPY TO:

                             JOEL I. PAPERNIK, ESQ.
               MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
                                666 THIRD AVENUE
                                   24TH FLOOR
                            NEW YORK, NEW YORK 10017
                                 (212) 935-3000

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.








         This Amendment No. 8 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on June 12, 2003 (the "Schedule 14D-9"), by
eXegenics Inc., a Delaware corporation ("eXegenics"), relating to the tender
offer made by EI Acquisition Inc., (the "Purchaser"), a Delaware corporation and
wholly-owned subsidiary of Foundation Growth Investments LLC, a Delaware limited
liability company and a private investment fund, as set forth in a Tender Offer
Statement filed by the Purchaser on Schedule TO, dated May 29, 2003 (as
subsequently amended, the "Schedule TO"), for all of the issued and outstanding
common stock, par value $0.01 per share, of eXegenics, and issued and
outstanding Series A convertible preferred stock, par value $0.01 per share of
eXegenics (together, the "Shares"), at a price of $0.40 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Schedule TO. Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Schedule 14D-9.


ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Item 3 of the Schedule 14D-9 is hereby amended to add the following:

         On September 4, 2003, eXegenics issued a press release, a copy of which
is filed herewith as Exhibit 16 and incorporated herein by reference.

ITEM 8. ADDITIONAL INFORMATION.

Item 8 of the Schedule 14D-9 is hereby amended to add the following:

         The information set forth in Exhibit 16 is incorporated herein by
reference.

ITEM 9. EXHIBITS.

Item 9 of the Schedule 14D-9 is hereby amended by adding the following thereto:

EXHIBIT NO.

Exhibit 16. Press Release issued by eXegenics on September 4, 2003.









                                    SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.


                                    EXEGENICS INC.

                                    By:          /s/ RONALD L. GOODE
                                         --------------------------------------
                                                  RONALD L. GOODE
                                         CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
                                                     PRESIDENT



Dated: September 4, 2003