As filed with the Securities and Exchange Commission on September 23, 1998
                                     Registration No. 333-________________
==========================================================================

                           SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933


                                   ENDOREX CORP.
               (Exact name of issuer as specified in its charter)

         Delaware                                         41-1505029
	(State or other jurisdiction                (IRS Employer Identification No.)
	of incorporation or organization)

900 North Shore Drive, Lake Bluff, Illinois                 60044
(Address of principal executive offices)                 (Zip Code)


                                     ENDOREX CORP.
                                 AMENDED AND RESTATED
                              1995 OMNIBUS INCENTIVE PLAN
                                (Full title of the plan)

                                  DAVID G. FRANCKOWIAK
                       Vice President, Finance and Administration
                                     ENDOREX CORP.
                  900 North Shore Drive, Lake Bluff, Illinois  60044
                       (Name and address of agent for service)
                                    (847) 604-7555
             (Telephone number, including area code, of agent for service)


                            CALCULATION OF REGISTRATION FEE
=============================================================================
                                                       Proposed      Proposed
  Title of                                              Maximum      Maximum
 Securities                Amount        Offering      Aggregate    Amount of
   to be                   to be           Price       Offering   Registration
 Registered             Registered(1)   per Share(2)     Price         Fee

Amended and Restated 1995 
Omnibus Incentive Plan

Common Stock:           2,000,000       $2.50       $5,000,000.00   $1,475.00
=============================================================================


(1)  This Registration Statement shall also cover any additional shares of 
Common Stock which become issuable under the Amended and Restated 1995 
Omnibus Incentive Plan by reason of any stock dividend, stock split, 
recapitalization or other similar transaction effected without the receipt 
of consideration which results in an increase in the number of the 
outstanding shares of Common Stock of Endorex Corp.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of 
the Securities Act of 1933, as amended, on the basis of the closing price per 
share of Common Stock of Endorex Corp. on September 22, 1998 as reported by 
the American Stock Exchange.

<PAGE>
                                      PART II

                   Information Required in the Registration Statement


Item 3.  Incorporation of Documents by Reference

    Endorex Corp.(the "Registrant") hereby incorporates by reference into 
this Registration Statement the following documents previously filed with the 
Securities and Exchange Commission (the "SEC"):

(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1997, as filed with the SEC on March 27, 1998, as amended by 
Forms 10-KSB/A, filed with the SEC on April 17, 1998, July 30, 1998 and 
August 4, 1998.

(b) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1998 and June 30, 1998, filed with the SEC 
on May 15, 1998 and August 14, 1998, respectively, and any amendments 
thereto. 

(c)	The Registrant's Registration Statement No. 000-16929 on Form 8-A filed 
with the SEC on July 8, 1992 pursuant to Section 12 of the Securities 
Exchange Act of 1934, as amended (the "1934 Act"), in which there is 
described the terms, rights and provisions applicable to the Registrant's 
outstanding Common Stock.

	All reports and definitive proxy or information statements filed 
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date 
of this Registration Statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold 
or which deregisters all securities then remaining unsold shall be deemed to 
be incorporated by reference into this Registration Statement and to be a 
part hereof from the date of filing of such documents.  Any statement 
contained in a document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or superseded for purposes of 
this Registration Statement to the extent that a statement contained 
herein or in any subsequently filed document which also is deemed to be 
incorporated by reference herein modifies or supersedes such statement.  Any 
such statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Registration Statement.


Item 4.    Description of Securities

           Not Applicable.


Item 5.    Interests of Named Experts and Counsel

           Not Applicable.


Item 6.    Indemnification of Directors and Officers

    Article Thirteenth of the Company's Certificate of Incorporation, as 
amended, and Article VII of the Company's By-laws provide that the Company 
may indemnify each current and former director, officer, and any employee or 
agent of the Company, his or her heirs, executors, and administrators, 
against expenses reasonably incurred or any amounts paid by him or her in 
connection with any action, suit, or proceeding to which he or she may be 
made a party by reason of being or having been a director, officer, employee 
or agent of the corporation to the fullest extent permitted by the Delaware 
General Corporation Law.

    Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 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 
Act and is, therefore, unenforceable.

    Reference is made to Section 145 of the Delaware General Corporation Law 
as such Section pertains to indemnification matters.


Item 7.    Exemption from Registration Claimed

           Not Applicable.


Item 8.    Exhibits

Number   Exhibit
======   =======
 4.0     Instruments Defining Rights of Stockholders.  Reference is made to 
         Registrant's Registration Statement No. 000-16929 on Form 8-A which 
         is incorporated herein by reference pursuant to Item 3(c).
 5.0     Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1     Consent of PricewaterhouseCoopers LLP.
23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 
         No. 5.
24.0     Power of Attorney.  Reference is made to page II-4 of this 
         Registration Statement.
99.1     Amended and Restated 1995 Omnibus Incentive Plan.
99.2     Form of Notice of Grant of Stock Option.
99.3     Form of Stock Option Agreement.
99.4     Form of Addendum to Stock Option Agreement (Limited Stock 
         Appreciation Right).
99.5     Form of Addendum to Stock Option Agreement (Involuntary Termination
         Following Corporate Transaction/Change in Control).
99.6     Form of Notice of Grant of Automatic Stock Option (Initial Grant).
99.7     Form of Notice of Grant of Automatic Stock Option (Annual Grant).
99.8     Form of Automatic Stock Option Agreement. 


Item 9.    Undertakings

A.  The undersigned Registrant hereby undertakes:  (1) to file, during any 
period in which offers or sales are being made, a post-effective amendment to 
this Registration Statement (i) to include any prospectus required by 
Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts 
or events arising after the effective date of this Registration Statement (or 
the most recent post-effective amendment thereof) which, individually or in 
the aggregate, represent a fundamental change in the information set forth in 
this Registration Statement and (iii) to include any material information 
with respect to the plan of distribution not previously disclosed in this 
Registration Statement or any material change to such information in this 
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) 
shall not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports 
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 
Act that are incorporated by reference into this Registration Statement; 
(2) that for the purpose of determining any liability under the 1933 Act each 
such post-effective amendment shall be deemed to be a new registration 
statement relating to the securities offered therein and the offering of 
such securities at that time shall be deemed to be the initial bona fide 
offering thereof; and (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain 
unsold at the termination of the Registrant's Amended and Restated 1995 
Omnibus Incentive Plan.

B.  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the 1933 Act, each filing of the Registrant's 
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that 
is incorporated by reference into this Registration Statement shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to 
be the initial bona fide offering thereof.

C.  Insofar as indemnification for liabilities arising under the 1933 Act may 
be permitted to directors, officers, or controlling persons of the Registrant 
pursuant to the foregoing provisions, or otherwise, the Registrant has been 
advised that, in the opinion of the SEC, such indemnification is against 
public policy as expressed in the 1933 Act, and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities 
(other than the payment by the Registrant of expenses incurred or paid by a 
director, officer, or controlling person of the Registrant 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 Registrant 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 1933 Act and will be governed by 
the final adjudication of such issue.

<PAGE>
    SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8, and has duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Village of Lake Bluff, State of Illinois, 
on this 23rd day of September, 1998.

                      ENDOREX CORP.


                      By: /s/ Michael S. Rosen
                              Michael S. Rosen
                              President, Chief Executive Officer and Director


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

    That the undersigned officers and directors of Endorex Corp., a Delaware 
corporation, do hereby constitute and appoint Michael S. Rosen and/or David 
G. Franckowiak, the lawful attorneys-in-fact and agents with full power and 
authority to do any and all acts and things and to execute any and all 
instruments which said attorneys and agents determine may be necessary or 
advisable or required to enable said corporation to comply with the 
Securities Act of 1933, as amended, and any rules or regulations or 
requirements of the Securities and Exchange Commission in connection 
with this Registration Statement.  Without limiting the generality of the 
foregoing power and authority, the powers granted include the power and 
authority to sign the names of the undersigned officers and directors in the 
capacities indicated below to this Registration Statement, to any and all 
amendments, both pre-effective and post-effective, and supplements to this 
Registration Statement, and to any and all instruments or documents filed as 
part of or in conjunction with this Registration Statement or amendments or 
supplements thereof, and the undersigned hereby ratifies and confirms that 
said attorneys and agents shall do or cause to be done by virtue hereof.  
This Power of Attorney may be signed in several counterparts.

    IN WITNESS WHEREOF, each of the undersigned has executed this Power of 
Attorney as of the date indicated.

    Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons in 
the capacities and on the dates indicated.


Signature                      Title                      Date



                        President, Chief Executive           September 11, 1998
/s/ Michael S. Rosen        Officer and Director



                          Vice President, Finance and         September 11, 1998
/s/ David G. Franckowiak    Administration(Principal
                          Financial and Accounting Officer)



/s/ Richard Dunning                Director                   September 11, 1998



/s/ Steve H. Kanzer                Director                   September 11, 1998



/s/ Paul D. Rubin                  Director                   September 11, 1998



/s/ H. Laurence Shaw               Director                   September 11, 1998



/s/ Kenneth Tempero                Director                   September 11, 1998



/s/ Steven Thornton                Director                   September 11, 1998

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.


EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933



ENDOREX CORP.



EXHIBIT INDEX
=============

Number   Exhibit
======   =======
 4.0     Instruments Defining Rights of Stockholders.  Reference is made to 
         Registrant's Registration Statement No. 000-16929 on Form 8-A which 
         is incorporated herein by reference pursuant to Item 3(c).
 5.0     Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1     Consent of PricewaterhouseCoopers LLP.
23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 
         No. 5.
24.0     Power of Attorney.  Reference is made to page II-4 of this 
         Registration Statement.
99.1     Amended and Restated 1995 Omnibus Incentive Plan.
99.2     Form of Notice of Grant of Stock Option.
99.3     Form of Stock Option Agreement.
99.4     Form of Addendum to Stock Option Agreement (Limited Stock 
         Appreciation Right).
99.5     Form of Addendum to Stock Option Agreement (Involuntary Termination
         Following Corporate Transaction/Change in Control).
99.6     Form of Notice of Grant of Automatic Stock Option (Initial Grant).
99.7     Form of Notice of Grant of Automatic Stock Option (Annual Grant).
99.8     Form of Automatic Stock Option Agreement.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15765}]
{"company-data": {"conformed-name": "ENDOREX CORP", "cik": "0000812796", "assigned-sic": "2834", "irs-number": "411505029", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64035", "film-number": "98713135"}, "business-address": {"street1": "900 NORTH SHORE DR", "city": "LAKE", "state": "IL", "zip": "60044", "phone": "7012329575"}, "mail-address": {"street1": "3233 15TH STREET SOUTH", "city": "FARGO", "state": "ND", "zip": "58104"}, "former-company": {"former-conformed-name": "IMMUNOTHERAPEUTICS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 23, 1998
                                     Registration No. 333-________________
==========================================================================

                           SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                                   ENDOREX CORP.
               (Exact name of issuer as specified in its charter)

         Delaware                                         41-1505029
	(State or other jurisdiction                (IRS Employer Identification No.)
	of incorporation or organization)

900 North Shore Drive, Lake Bluff, Illinois                 60044
(Address of principal executive offices)                 (Zip Code)

                                     ENDOREX CORP.
                                 AMENDED AND RESTATED
                              1995 OMNIBUS INCENTIVE PLAN
                                (Full title of the plan)

                                  DAVID G. FRANCKOWIAK
                       Vice President, Finance and Administration
                                     ENDOREX CORP.
                  900 North Shore Drive, Lake Bluff, Illinois  60044
                       (Name and address of agent for service)
                                    (847) 604-7555
             (Telephone number, including area code, of agent for service)

                            CALCULATION OF REGISTRATION FEE
=============================================================================
                                                       Proposed      Proposed
  Title of                                              Maximum      Maximum
 Securities                Amount        Offering      Aggregate    Amount of
   to be                   to be           Price       Offering   Registration
 Registered             Registered(1)   per Share(2)     Price         Fee

Amended and Restated 1995 
Omnibus Incentive Plan

Common Stock:           2,000,000       $2.50       $5,000,000.00   $1,475.00
=============================================================================

(1)  This Registration Statement shall also cover any additional shares of 
Common Stock which become issuable under the Amended and Restated 1995 
Omnibus Incentive Plan by reason of any stock dividend, stock split, 
recapitalization or other similar transaction effected without the receipt 
of consideration which results in an increase in the number of the 
outstanding shares of Common Stock of Endorex Corp.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of 
the Securities Act of 1933, as amended, on the basis of the closing price per 
share of Common Stock of Endorex Corp. on September 22, 1998 as reported by 
the American Stock Exchange.
PART II

                   Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

    Endorex Corp.(the "Registrant") hereby incorporates by reference into 
this Registration Statement the following documents previously filed with the 
Securities and Exchange Commission (the "SEC"):

(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1997, as filed with the SEC on March 27, 1998, as amended by 
Forms 10-KSB/A, filed with the SEC on April 17, 1998, July 30, 1998 and 
August 4, 1998.

(b) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1998 and June 30, 1998, filed with the SEC 
on May 15, 1998 and August 14, 1998, respectively, and any amendments 
thereto. 

(c)	The Registrant's Registration Statement No. 000-16929 on Form 8-A filed 
with the SEC on July 8, 1992 pursuant to Section 12 of the Securities 
Exchange Act of 1934, as amended (the "1934 Act"), in which there is 
described the terms, rights and provisions applicable to the Registrant's 
outstanding Common Stock.

	All reports and definitive proxy or information statements filed 
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date 
of this Registration Statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold 
or which deregisters all securities then remaining unsold shall be deemed to 
be incorporated by reference into this Registration Statement and to be a 
part hereof from the date of filing of such documents.  Any statement 
contained in a document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or superseded for purposes of 
this Registration Statement to the extent that a statement contained 
herein or in any subsequently filed document which also is deemed to be 
incorporated by reference herein modifies or supersedes such statement.  Any 
such statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities

           Not Applicable.

Item 5.    Interests of Named Experts and Counsel

           Not Applicable.

Item 6.    Indemnification of Directors and Officers

    Article Thirteenth of the Company's Certificate of Incorporation, as 
amended, and Article VII of the Company's By-laws provide that the Company 
may indemnify each current and former director, officer, and any employee or 
agent of the Company, his or her heirs, executors, and administrators, 
against expenses reasonably incurred or any amounts paid by him or her in 
connection with any action, suit, or proceeding to which he or she may be 
made a party by reason of being or having been a director, officer, employee 
or agent of the corporation to the fullest extent permitted by the Delaware 
General Corporation Law.

    Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 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 
Act and is, therefore, unenforceable.

    Reference is made to Section 145 of the Delaware General Corporation Law 
as such Section pertains to indemnification matters.

Item 7.    Exemption from Registration Claimed

           Not Applicable.

Item 8.    Exhibits

Number   Exhibit
======   =======
 4.0     Instruments Defining Rights of Stockholders.  Reference is made to 
         Registrant's Registration Statement No. 000-16929 on Form 8-A which 
         is incorporated herein by reference pursuant to Item 3(c).
 5.0     Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1     Consent of PricewaterhouseCoopers LLP.
23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 
         No. 5.
24.0     Power of Attorney.  Reference is made to page II-4 of this 
         Registration Statement.
99.1     Amended and Restated 1995 Omnibus Incentive Plan.
99.2     Form of Notice of Grant of Stock Option.
99.3     Form of Stock Option Agreement.
99.4     Form of Addendum to Stock Option Agreement (Limited Stock 
         Appreciation Right).
99.5     Form of Addendum to Stock Option Agreement (Involuntary Termination
         Following Corporate Transaction/Change in Control).
99.6     Form of Notice of Grant of Automatic Stock Option (Initial Grant).
99.7     Form of Notice of Grant of Automatic Stock Option (Annual Grant).
99.8     Form of Automatic Stock Option Agreement. 

Item 9.    Undertakings

A.  The undersigned Registrant hereby undertakes:  (1) to file, during any 
period in which offers or sales are being made, a post-effective amendment to 
this Registration Statement (i) to include any prospectus required by 
Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts 
or events arising after the effective date of this Registration Statement (or 
the most recent post-effective amendment thereof) which, individually or in 
the aggregate, represent a fundamental change in the information set forth in 
this Registration Statement and (iii) to include any material information 
with respect to the plan of distribution not previously disclosed in this 
Registration Statement or any material change to such information in this 
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) 
shall not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports 
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 
Act that are incorporated by reference into this Registration Statement; 
(2) that for the purpose of determining any liability under the 1933 Act each 
such post-effective amendment shall be deemed to be a new registration 
statement relating to the securities offered therein and the offering of 
such securities at that time shall be deemed to be the initial bona fide 
offering thereof; and (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain 
unsold at the termination of the Registrant's Amended and Restated 1995 
Omnibus Incentive Plan.

B.  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the 1933 Act, each filing of the Registrant's 
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that 
is incorporated by reference into this Registration Statement shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to 
be the initial bona fide offering thereof.

C.  Insofar as indemnification for liabilities arising under the 1933 Act may 
be permitted to directors, officers, or controlling persons of the Registrant 
pursuant to the foregoing provisions, or otherwise, the Registrant has been 
advised that, in the opinion of the SEC, such indemnification is against 
public policy as expressed in the 1933 Act, and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities 
(other than the payment by the Registrant of expenses incurred or paid by a 
director, officer, or controlling person of the Registrant 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 Registrant 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 1933 Act and will be governed by 
the final adjudication of such issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8, and has duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Village of Lake Bluff, State of Illinois, 
on this 23rd day of September, 1998.

                      ENDOREX CORP.

                      By: /s/ Michael S. Rosen
                              Michael S. Rosen
                              President, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

    That the undersigned officers and directors of Endorex Corp., a Delaware 
corporation, do hereby constitute and appoint Michael S. Rosen and/or David 
G. Franckowiak, the lawful attorneys-in-fact and agents with full power and 
authority to do any and all acts and things and to execute any and all 
instruments which said attorneys and agents determine may be necessary or 
advisable or required to enable said corporation to comply with the 
Securities Act of 1933, as amended, and any rules or regulations or 
requirements of the Securities and Exchange Commission in connection 
with this Registration Statement.  Without limiting the generality of the 
foregoing power and authority, the powers granted include the power and 
authority to sign the names of the undersigned officers and directors in the 
capacities indicated below to this Registration Statement, to any and all 
amendments, both pre-effective and post-effective, and supplements to this 
Registration Statement, and to any and all instruments or documents filed as 
part of or in conjunction with this Registration Statement or amendments or 
supplements thereof, and the undersigned hereby ratifies and confirms that 
said attorneys and agents shall do or cause to be done by virtue hereof.  
This Power of Attorney may be signed in several counterparts.

    IN WITNESS WHEREOF, each of the undersigned has executed this Power of 
Attorney as of the date indicated.

    Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons in 
the capacities and on the dates indicated.

Signature                      Title                      Date

                        President, Chief Executive           September 11, 1998
/s/ Michael S. Rosen        Officer and Director

                          Vice President, Finance and         September 11, 1998
/s/ David G. Franckowiak    Administration(Principal
                          Financial and Accounting Officer)

/s/ Richard Dunning                Director                   September 11, 1998

/s/ Steve H. Kanzer                Director                   September 11, 1998

/s/ Paul D. Rubin                  Director                   September 11, 1998

/s/ H. Laurence Shaw               Director                   September 11, 1998

/s/ Kenneth Tempero                Director                   September 11, 1998

/s/ Steven Thornton                Director                   September 11, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933

ENDOREX CORP.

EXHIBIT INDEX
=============

Number   Exhibit
======   =======
 4.0     Instruments Defining Rights of Stockholders.  Reference is made to 
         Registrant's Registration Statement No. 000-16929 on Form 8-A which 
         is incorporated herein by reference pursuant to Item 3(c).
 5.0     Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1     Consent of PricewaterhouseCoopers LLP.
23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 
         No. 5.
24.0     Power of Attorney.  Reference is made to page II-4 of this 
         Registration Statement.
99.1     Amended and Restated 1995 Omnibus Incentive Plan.
99.2     Form of Notice of Grant of Stock Option.
99.3     Form of Stock Option Agreement.
99.4     Form of Addendum to Stock Option Agreement (Limited Stock 
         Appreciation Right).
99.5     Form of Addendum to Stock Option Agreement (Involuntary Termination
         Following Corporate Transaction/Change in Control).
99.6     Form of Notice of Grant of Automatic Stock Option (Initial Grant).
99.7     Form of Notice of Grant of Automatic Stock Option (Annual Grant).
99.8     Form of Automatic Stock Option Agreement.