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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                  EQUITEX, INC.
               ---------------------------------------------------
               (Exact name of Registrant specified in its charter)

           Delaware                                       84-0905189
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                      7315 East Peakview Avenue, Building 8
                            Englewood, Colorado 80111
                -------------------------------------------------
                (Address of Principal Executive Offices) Zip Code

                1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

                                   Henry Fong
                                    President
                                  Equitex, Inc.
                      7615 East Peakview Avenue, Building 8
                            Englewood, Colorado 80111
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (303) 796-8940
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                               Gerald Raskin, Esq.
                                Seth Weiss, Esq.
                             Michael R. Savage, Esq.
              Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                          1400 Glenarm Place, Suite 300
                             Denver, Colorado 80202
                                 (303) 571-1400

<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==============================================================================================================================
                                                                   Proposed       Proposed Maximum
                                                                    Maximum      Aggregate Offering
             Title of                                            Offering Price        Price           Amount of Registration
    Securities to be Registered       Amount to be Registered       per Share                                 Fee
                                               (1)
------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                     <C>            <C>                         <C>
Common Stock,
$.01 par value                               100,000                 $ 3.00           $300,000                  $ 89
------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                               750,000                  $(2)          $2,352,306                  $694
------------------------------------------------------------------------------------------------------------------------------
TOTALS                                       850,000                                $2,652,306                  $783
==============================================================================================================================
</TABLE>


(1)  This  Registration  Statement is being filed to register (a) 100,000 shares
     of common stock  issuable  pursuant to the  Registrant's  1993 Stock Option
     Plan for Non-Employee  Directors (the "Director's  Plan");  and (b) 750,000
     shares of common stock  issuable  pursuant to the  Registrant's  1993 Stock
     Option Plan (the "1993 Plan").

(2)  In  accordance  with Rule 457(h),  the fee has been  calculated as follows:
     211,545 shares at $3.00 per share and 538,455 shares at $3.19 per share.



                                       ii

<PAGE>

                                     PART I
                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS


Item 1.  Plan Information.

     Equitex,  Inc. (the  "Registrant")  will provide to the option holders (the
"Recipients") the documents that contain  information related to the plans which
provide for their options and other information  including,  but not limited to,
the disclosure required by Item 1 of Form S-8, which information is not filed as
a part  of this  Registration  Statement  (the  "Registration  Statement").  The
foregoing information and the documents incorporated by reference in response 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 of
1933, as amended (the  "Securities  Act").  A Section 10(a)  prospectus  will be
given to each  Recipient  who receives  shares of common  stock  covered by this
Registration  Statement,  in accordance with Rule 428(b)(1) under the Securities
Act.

Item 2.  Registrant Information.

     The Registrant will provide to the Recipients a written statement  advising
them of the  availability  of documents  incorporated  by reference in Item 3 of
Part II of this Registration Statement and of documents required to be delivered
pursuant to Rule 428(b) under the Securities Act without charge and upon written
or oral notice.  The statement will include the address and telephone  number to
which any requests for documents should be directed.


                                        1

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed with the  Commission by the  Registrant are
hereby incorporated into this Registration Statement by reference:

     Registrant's  Annual Report on Form 10-KSB for the year ended  December 31,
     1997;

     Registrant's  Quarterly  Report on Form 10-QSB for the quarter  ended March
     31, 1998; and

     The  description  of the common  stock  contained  in the  Exhibits  to the
     Registrant's  Registration Statement on Form 8-A Commission File No. 012374
     as filed with the Commission on July 26, 1983.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all shares offered  hereunder have been sold or de-registers all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.


Item 4.  Description of Securities.

     Not Applicable.


Item 5.  Interests of Named Experts and Counsel.

     None.


Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware  General  Corporation  Law provides for,  under
certain  circumstances,   the  indemnification  of  the  Registrant's  officers,
directors, employees and agents against liabilities which they may incur in such
capacities.  A summarization of the circumstances in which such  indemnification
is  contained  herein,  but that  description  is  qualified  in its entirety by
reference to the relevant Section of the Delaware General Corporation Law.

     In general,  the statute provides that any director,  officer,  employee or
agent of a corporation may be indemnified against expenses (including attorneys'


                                      II-1

<PAGE>

fees), judgments, fines and amounts paid in settlement,  actually and reasonably
incurred in a  proceeding  (including  any civil,  criminal,  administrative  or
investigative  proceeding) to which the individual was a party by reason of such
status.  Such  indemnity  may be provided if the  indemnified  person's  actions
resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably
believed to have been in or not opposed to the Registrant's  best interest;  and
(iii) with respect to any criminal  action,  such person had no reasonable cause
to believe the actions were unlawful. Unless ordered by a court, indemnification
generally may be awarded only after a  determination  of independent  members of
the Board of Directors or committee thereof,  by independent legal counsel or by
vote of the stockholders that the applicable  standard of conduct was met by the
individual to be indemnified.

     The  statutory  provisions  further  provide that to the extent a director,
officer,  employee or agent is wholly  successful  on the merits or otherwise in
defense of any  proceeding  to which he was a party,  he is  entitled to receive
indemnification  against  expenses,  including  attorneys'  fees,  actually  and
reasonably incurred in connection with the proceeding.

     Indemnification  in connection  with a proceeding by or in the right of the
Corporation in which the director,  officer,  employee or agent is successful is
permitted only with respect to expenses,  including attorneys' fees actually and
reasonably incurred in connection with the defense. In such actions,  the person
to be indemnified  must have acted in good faith,  in a manner  believed to have
been in the  Corporation's  best interest and must not have been adjudged liable
to the  Corporation  unless and only to the extent that the Court of Chancery or
the  court  in which  such  action  or suit was  brought  shall  determine  upon
application  that,  despite the  adjudication  of liability,  in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expense which the Court of Chancery or such other court shall
deem  proper.  Indemnification  is otherwise  prohibited  in  connection  with a
proceeding  brought on behalf of the  Registrant in which a director is adjudged
liable to the Registrant, or in connection with any proceeding charging improper
personal  benefit to the director in which the  director is adjudged  liable for
receipt of an improper personal benefit.

     Delaware law  authorizes  the  Registrant  to  reimburse or pay  reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding  in advance of a final  disposition  of the matter.  Such advances of
expenses  are  permitted  if the person  furnishes  to the  Registrant a written
agreement to repay such advances if it is determined  that he is not entitled to
be indemnified by the Corporation.

     The statutory section cited above further specifies that any provisions for
indemnification  of or advances for expenses does not exclude other rights under
the  Registrant's  Certificate  of  Incorporation,  Bylaws,  resolutions  of its
stockholders or disinterested  directors,  or otherwise.  These  indemnification
provisions  continue  for a person  who has  ceased to be a  director,  officer,
employee  or agent of the  corporation  and inure to the  benefit  of the heirs,
executors and administrators of such persons.


                                      II-2

<PAGE>



     The statutory provision cited above also grants the power to the Registrant
to purchase and maintain insurance policies which protect any director, officer,
employee or agent against any liability  asserted  against or incurred by him in
such capacity  arising out of his status as such.  Such policies may provide for
indemnification whether or not the corporation would otherwise have the power to
provide  for it.  No such  policies  providing  protection  against  liabilities
imposed under the securities laws have been obtained by the Registrant.

     Article  VII,  Section  9 of  the  Registrant's  Bylaws  provide  that  the
Registrant shall indemnify its directors,  officers, employees and agents to the
fullest extent permitted by the Delaware  General  Corporation Law. In addition,
the Registrant has entered into agreements with its directors  indemnifying them
to the fullest extent permitted by the Delaware General Corporation Law.


Item 7.  Exemption from Registration Claimed.

     Not Applicable




Item 8.  Exhibits.

     The  following  is a  complete  list of  exhibits  filed  as a part of this
Registration Statement, which Exhibits are incorporated herein.

4.1      Amended Certificate of Incorporation for Equitex, Inc. (Incorporated by
         reference to Exhibit 3.1 of the Registrant's  Form S-18, No. 2-82104-D,
         effective April 11, 1983)

5.1      Opinion of Counsel and Consent of Friedlob  Sanderson  Raskin Paulson &
         Tourtillott, LLC

24.1     Power of Attorney - Included on Signature Page

23.1     Consent of Friedlob  Sanderson Raskin Paulson & Tourtillott,  LLC - See
         Exhibit 5.1.

23.2     Consent of Davis & Co., CPAs, P.C.


Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:


                                      II-3

<PAGE>

     (a) (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
additional or changed material information on the plan of distribution.

     (a) (2) That, for  determining  any liability  under the Securities Act, it
will treat each post-effective  amendment as a new registration statement of the
securities  offered,  and the offering of such securities at that time to be the
initial bona fide offering.

     (a) (3) To file a post-effective  amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

     (b) Not applicable.

     (c) Not Applicable.

     (d) Not Applicable.

     (e) Not Applicable.

     (f) Not Applicable.

     (g) Not Applicable.

     (h) Not Applicable.


                                      II-4

<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, 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 City of Englewood, State of Colorado, on July 23, 1998.

                                  EQUITEX, INC.


                                       By /S/ HENRY FONG
                                          --------------------------------------
                                          Henry Fong
                                          President, Treasurer and Director
                                          (Principal Executive, Financial
                                           and Accounting Officer)




     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  officers  and/or
directors  of Equitex,  Inc.,  by virtue of their  signatures  appearing  below,
hereby  constitute  and appoint  Henry Fong and Thomas B. Olson,  each with full
power of substitution, as attorneys-in-fact in their names, places and steads to
execute any and all amendments to this Registration Statement on Form S-8 in the
capacities  set forth opposite their names below and hereby ratify all that said
attorneys-in-fact may do by virtue thereof.


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

       Signatures                       Title                   Date


/S/ HENRY FONG
-----------------------------                                   July 23, 1998
Henry Fong                             Director


/S/ RUSSELL L. CASEMENT
-----------------------------                                   July 23, 1998
Russell L. Casement                    Director


/S/ AARON A. GRUNFELD
-----------------------------                                   July 23, 1998
Aaron A. Grunfeld                      Director


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 17070}]
{"company-data": {"conformed-name": "EQUITEX INC", "cik": "0000716101", "assigned-sic": "6799", "irs-number": "840905189", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59713", "film-number": "98670444"}, "business-address": {"street1": "7315 E PEAKVIEW AVE", "street2": "GREENWOOD EXECUTIVE PARK BLDG 8", "city": "ENGLEWOOD", "state": "CO", "zip": "80111", "phone": "3037968940"}, "mail-address": {"street1": "7315 EAST PEAKVIEW AVENUE", "city": "ENGLEWOOD", "state": "CO", "zip": "80111-6701"}}
As filed with the Securities and Exchange Commission on July 23, 1998
                                                     Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                  EQUITEX, INC.
               ---------------------------------------------------
               (Exact name of Registrant specified in its charter)

           Delaware                                       84-0905189
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                      7315 East Peakview Avenue, Building 8
                            Englewood, Colorado 80111
                -------------------------------------------------
                (Address of Principal Executive Offices) Zip Code

                1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

                                   Henry Fong
                                    President
                                  Equitex, Inc.
                      7615 East Peakview Avenue, Building 8
                            Englewood, Colorado 80111
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (303) 796-8940
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                               Gerald Raskin, Esq.
                                Seth Weiss, Esq.
                             Michael R. Savage, Esq.
              Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                          1400 Glenarm Place, Suite 300
                             Denver, Colorado 80202
                                 (303) 571-1400
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
                                                                   Proposed       Proposed Maximum
                                                                    Maximum      Aggregate Offering
             Title of                                            Offering Price        Price           Amount of Registration
    Securities to be Registered       Amount to be Registered       per Share                                 Fee
                                               (1)
------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                               100,000                 $ 3.00           $300,000                  $ 89
------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                               750,000                  $(2)          $2,352,306                  $694
------------------------------------------------------------------------------------------------------------------------------
TOTALS                                       850,000                                $2,652,306                  $783
==============================================================================================================================
(1)  This  Registration  Statement is being filed to register (a) 100,000 shares
     of common stock  issuable  pursuant to the  Registrant's  1993 Stock Option
     Plan for Non-Employee  Directors (the "Director's  Plan");  and (b) 750,000
     shares of common stock  issuable  pursuant to the  Registrant's  1993 Stock
     Option Plan (the "1993 Plan").

(2)  In  accordance  with Rule 457(h),  the fee has been  calculated as follows:
     211,545 shares at $3.00 per share and 538,455 shares at $3.19 per share.

                                       ii
PART I
                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

Item 1.  Plan Information.

     Equitex,  Inc. (the  "Registrant")  will provide to the option holders (the
"Recipients") the documents that contain  information related to the plans which
provide for their options and other information  including,  but not limited to,
the disclosure required by Item 1 of Form S-8, which information is not filed as
a part  of this  Registration  Statement  (the  "Registration  Statement").  The
foregoing information and the documents incorporated by reference in response 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 of
1933, as amended (the  "Securities  Act").  A Section 10(a)  prospectus  will be
given to each  Recipient  who receives  shares of common  stock  covered by this
Registration  Statement,  in accordance with Rule 428(b)(1) under the Securities
Act.

Item 2.  Registrant Information.

     The Registrant will provide to the Recipients a written statement  advising
them of the  availability  of documents  incorporated  by reference in Item 3 of
Part II of this Registration Statement and of documents required to be delivered
pursuant to Rule 428(b) under the Securities Act without charge and upon written
or oral notice.  The statement will include the address and telephone  number to
which any requests for documents should be directed.

                                        1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed with the  Commission by the  Registrant are
hereby incorporated into this Registration Statement by reference:

     Registrant's  Annual Report on Form 10-KSB for the year ended  December 31,
     1997;

     Registrant's  Quarterly  Report on Form 10-QSB for the quarter  ended March
     31, 1998; and

     The  description  of the common  stock  contained  in the  Exhibits  to the
     Registrant's  Registration Statement on Form 8-A Commission File No. 012374
     as filed with the Commission on July 26, 1983.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all shares offered  hereunder have been sold or de-registers all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware  General  Corporation  Law provides for,  under
certain  circumstances,   the  indemnification  of  the  Registrant's  officers,
directors, employees and agents against liabilities which they may incur in such
capacities.  A summarization of the circumstances in which such  indemnification
is  contained  herein,  but that  description  is  qualified  in its entirety by
reference to the relevant Section of the Delaware General Corporation Law.

     In general,  the statute provides that any director,  officer,  employee or
agent of a corporation may be indemnified against expenses (including attorneys'

                                      II-1
fees), judgments, fines and amounts paid in settlement,  actually and reasonably
incurred in a  proceeding  (including  any civil,  criminal,  administrative  or
investigative  proceeding) to which the individual was a party by reason of such
status.  Such  indemnity  may be provided if the  indemnified  person's  actions
resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably
believed to have been in or not opposed to the Registrant's  best interest;  and
(iii) with respect to any criminal  action,  such person had no reasonable cause
to believe the actions were unlawful. Unless ordered by a court, indemnification
generally may be awarded only after a  determination  of independent  members of
the Board of Directors or committee thereof,  by independent legal counsel or by
vote of the stockholders that the applicable  standard of conduct was met by the
individual to be indemnified.

     The  statutory  provisions  further  provide that to the extent a director,
officer,  employee or agent is wholly  successful  on the merits or otherwise in
defense of any  proceeding  to which he was a party,  he is  entitled to receive
indemnification  against  expenses,  including  attorneys'  fees,  actually  and
reasonably incurred in connection with the proceeding.

     Indemnification  in connection  with a proceeding by or in the right of the
Corporation in which the director,  officer,  employee or agent is successful is
permitted only with respect to expenses,  including attorneys' fees actually and
reasonably incurred in connection with the defense. In such actions,  the person
to be indemnified  must have acted in good faith,  in a manner  believed to have
been in the  Corporation's  best interest and must not have been adjudged liable
to the  Corporation  unless and only to the extent that the Court of Chancery or
the  court  in which  such  action  or suit was  brought  shall  determine  upon
application  that,  despite the  adjudication  of liability,  in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expense which the Court of Chancery or such other court shall
deem  proper.  Indemnification  is otherwise  prohibited  in  connection  with a
proceeding  brought on behalf of the  Registrant in which a director is adjudged
liable to the Registrant, or in connection with any proceeding charging improper
personal  benefit to the director in which the  director is adjudged  liable for
receipt of an improper personal benefit.

     Delaware law  authorizes  the  Registrant  to  reimburse or pay  reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding  in advance of a final  disposition  of the matter.  Such advances of
expenses  are  permitted  if the person  furnishes  to the  Registrant a written
agreement to repay such advances if it is determined  that he is not entitled to
be indemnified by the Corporation.

     The statutory section cited above further specifies that any provisions for
indemnification  of or advances for expenses does not exclude other rights under
the  Registrant's  Certificate  of  Incorporation,  Bylaws,  resolutions  of its
stockholders or disinterested  directors,  or otherwise.  These  indemnification
provisions  continue  for a person  who has  ceased to be a  director,  officer,
employee  or agent of the  corporation  and inure to the  benefit  of the heirs,
executors and administrators of such persons.

                                      II-2
The statutory provision cited above also grants the power to the Registrant
to purchase and maintain insurance policies which protect any director, officer,
employee or agent against any liability  asserted  against or incurred by him in
such capacity  arising out of his status as such.  Such policies may provide for
indemnification whether or not the corporation would otherwise have the power to
provide  for it.  No such  policies  providing  protection  against  liabilities
imposed under the securities laws have been obtained by the Registrant.

     Article  VII,  Section  9 of  the  Registrant's  Bylaws  provide  that  the
Registrant shall indemnify its directors,  officers, employees and agents to the
fullest extent permitted by the Delaware  General  Corporation Law. In addition,
the Registrant has entered into agreements with its directors  indemnifying them
to the fullest extent permitted by the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed.

     Not Applicable

Item 8.  Exhibits.

     The  following  is a  complete  list of  exhibits  filed  as a part of this
Registration Statement, which Exhibits are incorporated herein.

4.1      Amended Certificate of Incorporation for Equitex, Inc. (Incorporated by
         reference to Exhibit 3.1 of the Registrant's  Form S-18, No. 2-82104-D,
         effective April 11, 1983)

5.1      Opinion of Counsel and Consent of Friedlob  Sanderson  Raskin Paulson &
         Tourtillott, LLC

24.1     Power of Attorney - Included on Signature Page

23.1     Consent of Friedlob  Sanderson Raskin Paulson & Tourtillott,  LLC - See
         Exhibit 5.1.

23.2     Consent of Davis & Co., CPAs, P.C.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

                                      II-3
(a) (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
additional or changed material information on the plan of distribution.

     (a) (2) That, for  determining  any liability  under the Securities Act, it
will treat each post-effective  amendment as a new registration statement of the
securities  offered,  and the offering of such securities at that time to be the
initial bona fide offering.

     (a) (3) To file a post-effective  amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

     (b) Not applicable.

     (c) Not Applicable.

     (d) Not Applicable.

     (e) Not Applicable.

     (f) Not Applicable.

     (g) Not Applicable.

     (h) Not Applicable.

                                      II-4
SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, 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 City of Englewood, State of Colorado, on July 23, 1998.

                                  EQUITEX, INC.

                                       By /S/ HENRY FONG
                                          --------------------------------------
                                          Henry Fong
                                          President, Treasurer and Director
                                          (Principal Executive, Financial
                                           and Accounting Officer)

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  officers  and/or
directors  of Equitex,  Inc.,  by virtue of their  signatures  appearing  below,
hereby  constitute  and appoint  Henry Fong and Thomas B. Olson,  each with full
power of substitution, as attorneys-in-fact in their names, places and steads to
execute any and all amendments to this Registration Statement on Form S-8 in the
capacities  set forth opposite their names below and hereby ratify all that said
attorneys-in-fact may do by virtue thereof.

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

       Signatures                       Title                   Date

/S/ HENRY FONG
-----------------------------                                   July 23, 1998
Henry Fong                             Director

/S/ RUSSELL L. CASEMENT
-----------------------------                                   July 23, 1998
Russell L. Casement                    Director

/S/ AARON A. GRUNFELD
-----------------------------                                   July 23, 1998
Aaron A. Grunfeld                      Director

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