File No. 333-      
                    
                  	SECURITIES AND EXCHANGE COMMISSION
                        	WASHINGTON, D.C.  20549
	                   
                                 	FORM S-8
             	REGISTRATION STATEMENT UNDER THE SECURITIES
                               	ACT OF 1933
	                   

                              	QUADRAX CORPORATION
             	(Exact name of registrant as specified in charter)
                     	DELAWARE							     	05-0420158  
            (State of incorporation)						(IRS Employer 
                                           Identification Number)

                            	300 High Point Avenue,
                      	Portsmouth, Rhode Island 02871
                             	(401) 683-6600
                  	(Address and telephone number of registrant's 
                          	principal executive offices)

                              QUADRAX CORPORATION
                    SAM RABINOWITZ CONSULTING AGREEMENT STOCK PLAN
                           (Full title of the Plan)

                              	JAMES J. PALERMO
                	Chairman of the Board and Chief Executive Officer
                              	Quadrax Corporation
                              	300 High Point Avenue
                         	Portsmouth, Rhode Island  02871
                               	(401) 683-6600
                     	(Address and telephone number of 
                           	agent for service)
	                           

                   	Please send copies of all communications to:

                              	JOSEPH A. SMITH, Esq.
                            	Campbell & Fleming, P.C.
                           	250 Park Avenue, 12th Floor
                            	New York, New York 10177
	                           
                                                                 
                                                                 
                         
                       



                               CALCULATION OF REGISTRATION FEE

	Title of                         Proposed       Proposed
	each                             Maximum        Maximum          Amount
	class of          Amount to      offering       aggregate        of
	securities           be          price          offering         registration
	to be             registered     per Unit       price            fee
	registered

	
Common Stock,       950,000       $1.0625 (1)    $1,009,375        $348.06
$.00009 par 
value(1)

 
Total               950,000       $1.0625        $1,009,375        $348.06



(1)	For shares issuable pursuant to Rule 457(c) and (h) based upon 
the average high and low prices of the Registrant's Common Stock as 
reported on NASDAQ Small Cap Market on July 17, 1996.





                               REOFFER PROSPECTUS

                       	300,000 Shares of Common Stock

                              	QUADRAX CORPORATION
                              	300 High Point Avenue
                              	Portsmouth, RI 02817
	               

     	The person named or otherwise identified under "Selling Share-
holders" herein propose to sell an aggregate of 300,000 
shares of Common Stock (the "Shares") of Quadrax Corporation (the 
"Company") (i) in one or more transactions (which may include 
block transactions) at negotiated prices or at a price or prices 
related to the then current market price of the Company's Common 
Stock, or (ii) to a broker (for resale by such broker as 
principal) at a price or prices related to the then current 
market price of the Company's Common Stock, less such discount as 
shall be agreed upon by a Selling Shareholder and the Broker, or 
(iii) by a combination of the methods described in clauses (i) 
and (ii).  Selling Shareholders may also make sales from time to 
time pursuant to Rule 144 under the Securities Act of 1933, as 
amended, if such Rule is otherwise available to such particular 
Selling Shareholder.

     	The 300,000 Shares offered hereby have been issued by the 
Company pursuant to the Company's Sam Rabinowitz Consulting 
Agreement Stock Plan.  

	The Selling Shareholders, and the brokers and dealers 
through which the Shares may be offered, may be deemed to be 
"underwriters" within the meaning of Section 2(11) of the 
Securities Act of 1933, as amended, in which event any 
compensation received by such brokers and dealers may be deemed 
to be underwriters' compensation under such Act.

	The Common Stock is listed on the NASDAQ Small-Cap Market 
under the symbol "QDRX".  On July 17, 1996, the closing price for 
the Common Stock on NASDAQ was $1.0625 per share.

          	AN INVESTMENT IN THE SECURITIES OFFERED PURSUANT
            	TO THIS PROSPECTUS IS SPECULATIVE AND INVOLVES
          	A HIGH DEGREE OF RISK.  SEE "RISK FACTORS" ON PAGE 5.
	                

        	THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          	SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          	PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           	ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
	               

                	The date of this Prospectus is July 18, 1996


                            	AVAILABLE INFORMATION

      	The Company is subject to the informational requirements of 
the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), and in accordance therewith files reports, proxy statements 
and other information with the Securities and Exchange Commission 
(the "Commission").  Such reports, proxy statements and other 
information filed by the Company can be inspected and copied at the 
public reference facilities maintained by the Commission at Room 
1024, 450 Fifth Street, N.W., Washington, D.C.  20549; 75 Park 
Place, New York, New York 10007 and Northwestern Atrium Center, 500 
West Madision Street, Suite 1400, Chicago, IL 60604.  Copies of 
such material can be obtained from the Public Reference Section of 
the Commission at 450 Fifth Street N.W., Washington, D.C.  20549 at 
prescribed rates.

      	The Company has filed with the Commission in Washington, D.C. 
a Registration Statement on Form S-8 (Registration No.        ) 
under the Securities Act of 1933, as amended (the "Securities 
Act"), with respect to the Shares of which this Prospectus is a 
part.  As permitted by the rules and regulations of the Commission, 
this Prospectus does not contain all the information set forth in 
the Registration Statement, including the exhibits filed as part 
thereof and otherwise incorporated therein to which reference is 
hereby made.  Copies of the Registration Statement and the exhibits 
may be inspected at the offices of the Commission, and may be 
obtained form the Public Reference Section of the Commission at 450 
Fifth Street, N.W. Washington, D.C.  20549 upon payment of the 
prescribed fees.

               	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      	The following documents filed by the Company with the 
Commission are incorporated herein by reference:

		(1)	The Company's Annual Report on Form 10-KSB 
		for the fiscal year ended December 31, 1995.

		(2)	The Company's Quarterly Report on Form 10-QSB for 
  quarter ended March 31, 1996.
	
		(3)	The description of the Company's Common Shares 
  which is contained in the registration statement on Form 8-A filed 
  by the Company to register such securities under Section 12(g) of 
  the Securities Exchange Act of 1934, as amended, including any 
  amendment or report filed for the purpose of updating such 
  description.

		(4)	The Company's Current Reports on Form 8-K dated 
  January 15, 1996; March 15, 1996, June 19, 1996 and June 21, 1996. 

		(5)	The Company's Proxy Statement in connection with 
  the Annual Meeting of Stockholders held May 10, 1996.

		(6)	All documents filed by the Company pursuant to 
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the 
  date of this Prospectus and prior to the termination of the 
  Offering made hereby shall be deemed to be incorporated by 
  reference in this Prospectus and to be a part hereof from the date 
  of filing 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 Prospectus to the 
extent that a statement contained herein or any other subsequently 
filed document which is or is deemed to be incorporated by 
reference herein modifies or supersedes such statement.  Any 
statement so modified or superseded shall not be deemed, except as 
so modified or superseded, to constitute a part of this Prospectus.

	The Company will provide without charge to each person, 
including any beneficial owners, to whom this Prospectus is 
delivered, upon the written or oral request of any such person, a 
copy of any and all of the information that has been incorporated 
herein by reference, other than exhibits to such information 
(unless such exhibits are specifically incorporated by reference 
into the information that the Prospectus incorporates).  Requests 
for such information should be directed to the Secretary of the 
Company at 300 High Point Avenue, Portsmouth, Rhode Island 02871, 
(401) 683-6600.  






                                      	THE COMPANY

      	The Company, which prior to fiscal year 1995 was a development 
stage company, designs, develops, fabricates and sells fiber-
reinforced thermoplastic polymer composite materials ("Quadrax 
Composites") and products manufactured from Quadrax Composites.  
Quadrax Composites are synthetic materials made using patented and 
other proprietary, as well as non-proprietary, chemical processes 
and manufacturing technologies.  Management believes that Quadrax 
Composites are functionally superior to other structural substrates 
for most applications in which abrasion resistance and extreme heat 
tolerance are not critical.  Quadrax Composites' functional 
advantages include high strength-to-weigth ratios, chemical 
stability in a variety of ambient conditions (imperviousness to 
rust, rot or reaction with most commonly used chemical solvents), 
ease and safety of manufacture using modified conventional heat and 
compression molding techniques, virtually unlimited shelf life 
without special storage or handling requirements, and recyclablity.

      	The Company commenced limited commercial production in mid-
1993.  Although the Company historically was dedicated to the 
formatting of composite materials for defense and aerospace 
markets, it began redirecting its business in 1994 and 1995 to 
focus on commercial and consumer markets for value-added, high-
performance products.  The Company's independent accountants, 
Livingston & Haynes, P.C., included a "going concern" qualification 
in their report on the Company's financial statements for fiscal 
1995, as they did for fiscal 1994 (the period from January 3, 1994 
to December 31, 1994), reflecting the Company's history of losses 
and its continuing dependence on financing activities to provide 
the cash needed to meet its expenses.  

      	The Company is organized in a holding company structure, 
operating through two wholly owned subsidiaries: Quadrax Advanced 
Materials Systems, Inc. and Lion Golf of Oregon, Inc. ("Lion 
Golf").  It also wholly owns and operates Quadrax Sports, Inc. as a 
marketing company and Quadrax V, Inc. as a sporting goods 
development company.   

      	The Company was incorporated under the laws of Delaware in 
March 1986.  Its principal executive offices are located at 300 
High Point Avenue, Portsmouth, Rhode Island 02871, and its 
telephone number is (401) 683-6600.




                              RISK FACTORS



      	In addition to the other information in this Prospectus, the 
following risk factors should be considered carefully in evaluating 
the Company and its business before purchasing any of the shares of 
Common Stock offered hereby.

Operating Losses; Limited Revenues; Going Concern Qualification

      	Quadrax Corporation has not achieved profitability in any 
fiscal quarter since its incorporation in March 1986.  From 
incorporation through December 31, 1995, the Company incurred a 
cumulative net loss from continuing operations of approximately 
$53,089,000.  During the fiscal years 1995, 1994, 1993 and 1992, 
the Company incurred net losses from continuing operations of 
approximately $8,998,000, $11,517,000, $5,713,000 and $7,266,000, 
respectively.

      	The Company has generated only limited revenue to date.  In 
particular, Quadrax has recently redirected its development and 
marketing efforts from aerospace and defense markets to consumer 
markets and commenced limited production for these markets in mid-
1993.  During fiscal years 1995, 1994, 1993 and 1992, the Company's 
total revenue was approximately $4,635,000, $860,000, $1,555,000 
and $850,000 respectively.  There can be no assurance that sales of 
the Company's products will generate significant revenue in the 
future.  Consequently, there can be no assurance that the Company 
will achieve or sustain profitability in the future.  The future 
operating results of the Company will depend on its ability to 
develop and market new products in the commercial markets.  The 
Company's independent accountants have included a "going concern" 
qualification in their reports on the Company's financial 
statements for fiscal 1995 and 1994, reflecting the Company's 
history of losses as a development stage company and its continuing 
dependence on financing activities to provide the cash needed to 
meet its expenses.  Under the Company's current business plan, 
management believes that the Company's revenues and earnings will 
be sufficient to make the going concern qualification unnecessary 
by December 31, 1996, although there can be no assurance that such 
qualification will in fact be unnecessary by that date. 





Dependence on New Products

      	The Company historically has marketed its products to the U.S. 
Government.  The Company began to apply its technology in consumer 
markets in 1993, and since that time has taken a number of actions 
aimed at entering the sporting goods and athletic equipment market. 
 The Company has only commenced limited commercial production of 
consumer products and therefore has not yet had an opportunity to 
fully determine the extent to which Quadrax Composites can be 
successfully applied to the development and production of consumer 
products.  While management believes that Quadrax Composites are 
functionally superior to other structural substrates for many 
commercial applications, any failure of Quadrax Composites to 
perform to standards anticipated by the Company would have a 
material adverse affect on the Company's operations and financial 
condition.

      	Although the Company has entered into several joint 
development and exclusive manufacturing contracts to sell goods in 
the consumer sporting goods market, the contracts are contingent on 
the Company being able to meet contractual specifications in a 
timely manner and there can be no assurance that the Company will 
be able to do so in the future.  A delay in the successful 
development, completion or production of any of the Company's 
sporting good products may result in the cancellation of existing 
contracts and prevent the Company from entering into additional 
contracts.  This would have material adverse effect on the 
Company's operations and financial condition.

      	In addition, selling Quadrax Composites and products 
manufactured from Quadrax Composites to consumer and commercial 
markets, the Company faces significant institutional resistance to 
working with new materials and products and to investing in the re-
tooling needed to integrate these materials and products into 
existing production and product lines.  Successful entrance into 
new markets will require substantial investments by the Company in 
fabrication and marketing of Quadrax Composites and in the design, 
development, fabrication and marketing of products manufactured 
from Quadrax Composites.  There can be no assurance that the 
Company will be able to overcome such institutional resistance or 
that it will have sufficient resources to make the necessary 
investments in its new products. 






Capital Requirements

      	The Company has not achieved profitability in any fiscal 
quarter and has been required to raise substantial amounts of 
capital in order to support its on-going development activities.  
As the Company continues to focus on consumer markets and 
progresses from the development of prototypes of products 
manufactured from Quadrax Composites to the production of finished 
goods, it will continue to be dependent on outside financing 
sources.

     	From its incorporation in March 1986 through December 31, 
1995, Quadrax raised a total of $37.9 million in equity capital.  
The Company raised approximately $5.9 million of equity capital in 
fiscal 1994 and an additional $7.3 million through sales of stock 
and convertible debt during fiscal 1995.  Management estimates that 
its capital needs for the fiscal year 1996 will be between $2-10 
million, subject to new product development programs, acquisitions, 
and the expansion of sales and marketing programs.  The Company is 
seeking alternative sources of public and private equity financing 
to meet its needs.  While management believes that the funds raised 
to date, together with cash provided by revenues, will be 
sufficient to meet the Company's cash requirements for fiscal 1996, 
there can be no assurance that such funds, if raised, will meet its 
cash requirements.  If the Company is unable to meet its cash 
requirements, it may be required to defer for a period of time, or 
indefinitely, the design, development, fabrication and marketing of 
new products and the marketing of existing products and materials 
in new markets.

      	In addition, the Company's capital requirements may increase 
materially from those now planned depending on numerous factors, 
including the level of its research and development expenses, the 
rate of market acceptance of the Company's products, and the 
success of the Company's sales, marketing and distribution 
strategy.  There can be no assurance that the Company will be 
successful in raising such additional capital.
	
Limited Production and Sales Experience

      	Quadrax has limited experience producing Quadrax Composites 
and fabricating finished products and components made from Quadrax 
Composites.  The Company has delivered significant quantities of 
Quadrax Composites for evaluation and testing, but has completed 
only one production contract to date, for a subcontractor to the 
Department of the Navy, which it completed at a substantial loss.  
Quadrax is currently performing several production contracts, 
including one contract under which composite tape fabrication is 
being performed at a third party's facility.  While management 
believes that significant technological barriers to full scale 
production have been overcome, there can be no assurance that 
significant unforeseen difficulties will not be encountered at 
commercial production levels. 

      	Prior to 1994, Quadrax concentrated almost all its product 
marketing and customer calling efforts on the sale of materials 
within the defense contracting community.  Efforts to move into 
consumer applications were limited to attendance at trade shows 
sponsored by various members of the plastics and advanced materials 
industries.  The Company currently has only a small sales and 
marketing force.  While initial efforts have been successful, there 
can be no assurance that these successes can be duplicated and 
expanded upon to the extent necessary for Quadrax to achieve a 
profitable level of operation. 

SEC Inquiry

      	The Company is involved in an ongoing, informal investigation 
being conducted by the Staff of the Securities and Exchange 
Commission.  The following discussion is based on the information 
learned by the Company as a result of its involvement in the 
Commission's activities.  There may be other significant 
information regarding these matters of which the Company is, at 
this time, not aware.

      	The inquiry, being conducted by the Commission's Denver 
office, is believed to have as its principal focus, insofar as it 
relates to the Company, activities by the Company's former Chairman 
of the Board involving certain transactions in the Company's stock 
and certain expenditures of Company funds, during his term as 
Chairman, from July 1994 through February 1995. 

      	The Company has cooperated fully with the inquiry described 
above, providing documents and other information in response to the 
Staff's requests.  At this time, the Company does not know what 
conclusions the Staff will reach or what action, if any, the Staff 
will recommend to the Commission upon the termination of the 
inquiry.

Competition

      	Quadrax Composites compete with conventional materials 
(including wood, stone, steel and aluminum), less common metals 
(such as titanium), and thermoset (epoxy-based) composites.  While 
Quadrax Composites offer several advantages over competing 
materials, they are also more expensive.  In addition, Quadrax 
Composites also suffer from institutional resistance to working 
with new materials and investing in the re-tooling needed to 
integrate Quadrax Composites into existing product and production 
lines. 

      	The Company faces competition from three of the world's 
largest multinational chemical companies-E.I. du Pont de Nemours & 
Co., Imperial Chemical Industries PLC and Saint Gobain, S.A.-each 
of which develops composite product offerings that may compete with 
the Company's product offerings.  In addition, the Company faces 
potential competition from new companies as well as from 
established companies that may migrate from related industries.  
Many of the Company's current and prospective competitors, 
including E.I. de Pont de Nemours & Co., Imperial Chemical 
Industries PLC and Saint Gobain, S.A., have significantly greater 
financial, manufacturing and marketing resources than the Company. 
 There can be no assurance that the Company's products will compete 
effectively with products offered by established and new 
competitors of the Company.

      	Competition in the sporting goods and athletic equipment 
market is intense.  The industry consists primarily of major 
domestic and international companies that have financial, 
technical, marketing, sales, manufacturing, distribution and other 
resources substantially greater than those of the Company.  Many of 
the Company's competitors in this industry have entrenched market 
positions and established trade names, trademarks and other 
intellectual property rights.  There can be no assurance that the 
Company's competitors in this industry will not devote their 
significantly greater financial, technical, marketing and other 
resources to develop and market sporting goods and athletic 
equipment more aggressively than the Company.

      	In general, management believes it can compete effectively by 
offering products with superior performance characteristics to 
products offered by other suppliers, at prices substantially 
equivalent to those charged by other suppliers.  The Company 
believes that the success of its efforts will depend on a variety 
of elements both within and outside its control, including the 
success and timing of new product development and introduction by 
the Company and its competitors, product performance and price, 
distribution, and customer support.  There can be no assurance that 
the Company will be able to compete successfully with respect to 
these factors.  Although management believes that it has certain 
technological advantages over its competitors, maintaining such 
advantages will require continued investment by the Company in 
design and development, sales and marketing, and customer service 
and support.  There can be no assurance that the Company will have 
sufficient resources to make such investments or that the Company 
will be able to make the technological advances necessary to 
maintain its competitive advantages.  In addition, as the Company 
enters new markets, distribution channels, technical requirements 
and levels and bases of competition may be different than those in 
the Company's current markets and there can be no assurance that 
the Company will be able to compete favorably. 

 Patents and Proprietary Technologies

     	The Company currently holds patents on its Quadrax Biaxial 
Tape materials formats and on certain aspects of tennis racquets 
manufactured from Quadrax aXial Tape.  The Company either owns, 
licenses or has applied for patents on certain aspects of the other 
technology underlying the Company's products.  The Company's 
patents, patent rights and patent applications do not ensure a 
competitive advantage to the Company, particularly inasmuch as 
several of the patents are licensed on a non-exclusive basis.  No 
assurance can be given that any issued or licensed patents will not 
be designed around, infringed or successfully challenged by others, 
or that the Company will have sufficient resources to enforce any 
proprietary protection afforded by its patents.  Furthermore, there 
can be no assurance that patents will issue with respect to any 
pending patent application.  Moreover, various of the Company's 
actual and potential competitors have obtained patents and could 
seek to enforce them against the Company.  An infringement action, 
if brought, would be costly to defend and there can be no assurance 
that the Company would prevail.  Failure to obtain or to be able to 
enforce patent protection in favor of the Company, or failure to 
defend successfully a patent infringement claim against the 
Company, could have a material adverse effect on the Company's 
business.  In addition, despite the Company's precautions to the 
contrary, there can be no assurance that the trade secrecy 
protections which may be asserted by the Company to protect other 
aspects of its intellectual property will not be breached or will 
be enforceable.

Key Employees

     	The Company's success depends to a significant extent upon a 
number of key management and technical personnel, including James 
J. Palermo, the Company's Chief Executive Officer.  Mr. Palermo has 
signed an employment agreement with the Company that is effective 
through December 1999.  The loss of the services of a key employee 
could have a material adverse effect on the Company's business and 
financial condition.  In addition, the Company's future success 
will depend in part on its ability to attract and retain highly 
skilled technical, managerial and marketing personnel.  Competition 
for such personnel is intense, and there can be no assurance that 
the Company will be successful in hiring or retaining the personnel 
it requires to continue to grow and operate profitably.

Potential Dilution

      	Quadrax has a complex capital structure that includes a number 
of classes of outstanding warrants and options to purchase Common 
Stock.  If all of the warrants and options having exercise prices 
less than the reported last sale price of the Common Stock on the 
Nasdaq SmallCap Market on April 30, 1996 were to be exercised, an 
aggregate of 1,468,039 shares of Common Stock would be issuable for 
a total of $1,724,000 million, resulting in a reduction in the 
percentage of voting rights and interest in profits represented by 
a share of Common Stock.

      	In addition, the Company is authorized to issue up to a total 
of 90,000,000 shares of Common Stock, of which fewer than 
23,000,000 shares are outstanding as of the date hereof.  Issuance 
of a significant number of additional shares of Common Stock would 
result in a substantial reduction in the percentage of voting 
rights and interests in profits currently represented by a share of 
Common Stock.

Technological Obsolescence

     	The structural composites market in which Quadrax competes is 
characterized by rapid technological development.  There can be no 
assurance that Quadrax's products will not be rendered obsolete or 
that Quadrax will be successful in developing new products to meet 
changing market needs. 

Product Liability

     	Sales of Quadrax Composites and parts manufactured therefrom 
may expose the Company to liability for substantial damages in the 
event of accident or injury shown to have been caused by defective 
materials.  Management believes that its limited product liability 
insurance is currently adequate, but no assurance can be given that 
such insurance is sufficient in scope and amount to cover any and 
all damages that are incurred in the future.  Further, the Company 
expects that it will be necessary for the Company to increase its 
product liability insurance coverage as shipments to commercial 
markets increase, and there can be no assurance that such coverage 
will be available or, if available, that it will be available on 
terms that are economically acceptable to the Company.

Volatility of Stock Price; Depressive Effective of Future Sales of 
Common Stock

     	The trading price of the Common Stock has been subject to wide 
fluctuations for a number of reasons, including the financial 
difficulties and subsequent cessation in 1991 of market-making 
activities by its former principal market maker and changes in 
control of the Company in 1994 and 1995.  In addition, the stock 
market has from time to time experienced extreme price and volume 
fluctuations that particularly affected the market price for many 
technology companies and that often have been unrelated to 
operating performance of these companies.  These broad market 
fluctuations may adversely affect the market price of the Common 
Stock.  In addition, future sales by the Company of newly issued 
Common Stock (or securities convertible into or exchangeable for 
Common Stock) in the public market could place downward pressure on 
the market price of the Common Stock. 



Possible Delisting of Common Stock from Nasdaq SmallCap Market

     	The Common Stock is listed on the Nasdaq SmallCap Market.  
Listing on the Nasdaq SmallCap Market permits a company's 
securities to be quoted over the automated electronic quotation 
system maintained by the National Association of Securities 
Dealers, Inc., which makes current quotations of an issuer's 
securities available to brokers and dealers nationwide.  The 
requirements for continued listing of common stock on the Nasdaq 
SmallCap Market include (i) the presence of at least two registered 
and active market makers for the stock, (ii) total assets of the 
issuer of at lease $2,000,000, (iii) total capital and surplus of 
the issuer of at least  $1,000,000, (iv) a minimum bid price per 
share of the stock of at least $1.00 (or, alternatively, $1,000,000 
market value of public float and $2,000,000 in total capital and 
surplus), (v) the existence of at least 300 record holders of the 
stock, and (vi) the existence of at least 100,000 publicly-held 
shares of the stock.  The National Association of Securities 
Dealers, Inc. also has discretionary power to delist companies for 
other reasons in keeping with the integrity of the market system.  
Although the Company believes it is currently in compliance with 
each of these requirements with respect to the Common Stock, and 
management is prepared to take steps to assure continued compliance 
with the listing requirements for the Nasdaq SmallCap Market, no 
assurance can be provided that management's efforts, if required, 
would be successful or that the Common Stock will continue to be 
listed on the Nasdaq SmallCap Market.

     	If the Common Stock were to be delisted from the Nasdaq 
SmallCap Market, current information regarding the bid and asked 
prices for the Common Stock would become less readily available to 
brokers, dealers and their customers.  As a result of the reduced 
availability of current information, it is likely that there would 
be a reduction in the liquidity of the market for the Common Stock 
which could, in turn, result in decreased demand for the Common 
Stock, a decrease in the price of the Common Stock, and an 
increased spread between the bid and asked prices for the Common 
Stock.  

                           	USE OF PROCEEDS

     	All proceeds from the sale of Shares offered hereby will be 
received by the Selling Shareholders and not by the Company.  To 
the extent that any Shares represent unexercised options, the 
Company will receive the exercise price thereof.  Such proceeds, if 
any, will be used for general corporate purposes.

                          	SELLING SHAREHOLDERS

     	All of the Shares registered are to be offered for the account 
of the following shareholder and his donee or pledgee (the "Selling 
Shareholder").  The following sets forth certain information with 
respect to the Selling Shareholder.  The Company has no knowledge 
of the intentions of any of the Selling Shareholder to actually 
sell any of the shares listed under the column "Shares to be Sold."

          	           		Ownership	   	Shares   	Ownership	    Percentage of
	             	          	Prior	     	to be     	After       	Class Owned
Selling Shareholder  	to Offering(1)  	Sold   		Offering        	After
						                                                    					Offering

Sam Rabinowitz	         	950,000	 	300,000(2)	   650,000           2.99%


(1)	The column headed "Shares to be Sold" includes only shares 
presently issued under the Company's Sam Rabinowitz Consulting 
Agreement Stock Plan registered by this Prospectus.

(2)	300,000 Shares are registered for resale under this 
Prospectus.  Of the remaining 650,000 Shares, 250,000 will be 
issuable upon the exercise of warrants which may be granted when 
certain performance standards are realized by the Selling 
Shareholder, and 400,000 Shares may be issued to the Selling 
Shareholder when further performance standards are realized.  At 
this time, there are no assurances that the Selling Shareholder 
will reach the performance standards and receive any of the 250,000 
warrants or 400,000 Shares.

                      	PLAN OF DISTRIBUTION

     	Any or all of the Shares may be sold from time to time 
directly to purchasers by the Selling Shareholder.  The sale of the 
Shares by the Selling Shareholder may be effected from time to time 
in transactions (which may include block transactions) in the 
NASDAQ market, in negotiated transactions, or a combination of such 
methods of sale, at fixed prices which may be changed, at market 
prices prevailing at the time of sale, at prices related to such 
prevailing market prices or at negotiated prices.  The Selling 
Shareholder may effect such transactions by selling shares to or 
through broker-dealers, and such broker-dealers may receive 
compensation in the form of underwriting discounts, concessions or 
commissions from the Selling Shareholder and/or the purchasers of 
Shares for whom such broker-dealers may act as agent or to whom 
they sell as principal, or both (which compensation as to a 
particular broker-dealer might be in excess of customary 
commissions).  The Selling Shareholder may also make sales from 
time to time pursuant to Rule 144 under the Securities Act, if such 
Rule is otherwise available to such particular Selling Shareholder.

     	The Selling Shareholder and any broker-dealers that act in 
connection with the sale of the Shares hereunder might be deemed to 
be "underwriters" within the meaning of Section 2(11) of the 
Securities Act, and any discounts, concessions or commissions 
received by them and any profit on the resale of Shares as 
principal might be deemed to be underwriting discounts and 
commissions under the Securities Act.

     	At the time a particular offer of Shares is made, to the 
extent required, a supplement to this Prospectus will be 
distributed which will set forth the terms of the offering, 
including the name or names of any underwriters, dealers or agents, 
the purchase price paid by any underwriter for Shares purchased 
from the Selling Shareholder and any discounts, concessions or 
commissions and other items constituting compensation from the 
Selling Shareholder and any discounts, concessions or commissions 
allowed or reallowed or paid to dealers, including the proposed 
selling price to the public.

    	The Company is paying certain expenses (other than commissions 
and discounts of underwriters, dealers or agents) incident to the 
offering and sale for the Shares to the public, which are estimated 
to be approximately $5,000.  If the Company is required to update 
this Prospectus during such period, it may incur additional 
expenses in excess of the amount estimated above.

   	 In order to comply with certain states' securities laws, if 
applicable, the Shares will be sold in such jurisdictions only 
through registered or licensed brokers or dealers.  In certain 
states the Shares may not be sold unless they have been registered 
or qualify for sale in such state or an exemption from regulation 
or qualification is available and is complied with.

                         DESCRIPTION OF SECURITIES

General

     	The Company is authorized to issue 90,000,000 shares of Common 
Stock, $.000009 par value per share.  As of April 1, 1996, there 
were 21,737,842 shares of Common Stock issued and outstanding and 
held as of record by approximately 1,469 holders.  

     	The holders of the Common Stock have one vote for each share 
held of record on all matters to be voted on by stockholders, 
including the election of directors.  Stockholders are not entitled 
to cumulate their votes in the election of directors.  

     	Holders of Common Stock are entitled to receive dividends 
when, as and if declared by the Board of Directors out of funds 
legally available therefor and upon liquidation of the Company, to 
share ratably in the net assets available for distribution after 
the payment of creditors and any liquidation preferences to the 
holders of preferred stock.  Shares of Common Stock are not 
redeemable and have no preemptive, conversion or similar rights.  
All outstadning shares of Common Stock are, and the Shares offered 
hereby upon issuance and receipt of payment in full by the Company 
will be, fully paid and non-assessable.

                              	LEGAL MATTERS

     	The law firm of Campbell & Fleming, P.C., 250 Park Avenue, New 
York, New York  10177 has acted as counsel for the Company in 
connection with the validity of the Common Stock offered hereby.  

                                   	EXPERTS

     	The consolidated financial statements of the Company appearing 
in the Company's Annual Report (Form 10-KSB) for the year ended 
December 31, 1995, have been audited by Livingston & Haynes, P.C., 
independent auditors, as set forth in its report thereon included 
therein and incorporated herein by reference. Such consolidated 
financial statements are incorporated herein by reference in 
reliance upon such reports given upon the authority of such firm as 
experts in accounting and auditing.


     	No dealer, salesman or other person has been authorized to 
give any information or to make any representation in connection 
with this offering other than those contained in this Prospectus, 
and, if given or made, such information or representation must not 
be relied upon as having been authorized by the Company.  This 
Prospectus does not constitute an offer to sell or a solicitation 
of an offer to buy any of these securities in any state to any 
person to whom it is unlawful to make such offer or solicitation in 
such state.  The delivery of this Prospectus at any time does not 
imply that information herein is correct as of any time subsequent 
its date.

	                                   


                              	TABLE OF CONTENTS

                                                               	Page

Available Information                                             	2
Incorporation of Certain Documents by Reference                   	2
The Company                                                       	4
Risk Factors                                                       5
Use of Proceeds                                                  	13
Selling Shareholders                                             	14
Plan of Distribution                                             	14
Description of Securities                                        	16
Legal Matters                                                    	16
Experts                                                          	16
 

     	Until August 16, 1996, all dealers effecting transactions in 
the registered securities, whether or not participating in this 
distribution, may be required to deliver a prospectus.  This is in 
addition to the obligation of dealers to deliver a prospectus when 
acting as underwriters and with respect to their unsold allotments 
or subscriptions.












                                         300,000
                                       		Common Shares



                                    	QUADRAX CORPORATION





                                         JULY 18,1996









                                       	PART II

                       	INFORMATION NOT REQUIRED IN PROSPECTUS

             Item 3.	Incorporation of Certain Documents by Reference.

            	The following documents filed by the Company with the 
              Commission are incorporated herein by reference:

               		(1)	The Company's Annual Report on Form 10-KSB 
               		for the fiscal year ended December 31, 1995.

               		(2)	The Company's Quarterly Annual Report on Form 10-
                 QSB for the quarter ended March 31, 1996.
	
               		(3)	The description of the Company's Common Shares 
                 which is contained in the registration statement on
                 Form 8-A filed by the Company to register such 
                 securities under Section 12(g) of the Securities
                 Exchange Act of 1934, as amended, including any 
                 amendment or report filed for the purpose of updating
                 such description.

              		(4)	The Company's Current Reports on Form 8-K dated 
                January 15, 1996; March 15, 1996, June 19, 1996
                and June 21, 1996. 

             		(5)	The Company's Proxy Statement in connection with 
               the Annual Meeting of Stockholders held May 10, 1996.

             		(6)	All documents filed by the Company pursuant to 
               Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
               after the date of this Prospectus and prior to the
               termination of the Offering made hereby shall be deemed
               to be incorporated by reference in this Prospectus and
               to be a part hereof from the date of filing such documents. 

Item 4.	Not applicable.

Item 5.	Not applicable.

Item 6.	Indemnification of Directors and Officers.

     	Section 145 of the General Corporation Law of Delaware (the 
"GCL") authorizes and empowers the Company to indemnify the 
directors, officers, employees and agents of the Company against 
liabilities incurred in connection with, and related expenses 
resulting from, any claim or suit brought against any such person 
as a result of his relationship with the Company, provided that 
such persons acted in accordance with a stated standard of conduct 
 in connection with the acts or events on which such claim, action 
or suit is based.  The finding of either civil or criminal 
liability on the part of such persons in connection with such acts 
or events in not necessarily determinative of the questions of 
whether such persons have met the required standard of conduct and 
are accordingly, entitled to be indemnified.

      	In addition, Section 10 of the Company's by-laws requires the 
Company to indemnify its officers and directors to the fullest 
extent permitted by the GCL, and permits the Company to indemnify 
other persons as it chooses, to the same extent.  Such indemnity 
shall not extend to such persons, however, (i) for any breach of 
the director's duty of loyalty to the Company or its stockholders, 
(ii) for acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (iii) for 
actions contravening Section 174 of the GCL (relating to unlawful 
dividend stock purchases or stock redemptions), or (iv) for any 
transaction from which the director derived an improper personal 
benefit.

Item 7.	Exemption from Registration Claimed.

     	The 300,000 shares of restricted Common Stock to be reoffered 
or resold pursuant to this Registration Statement were issued 
pursuant to Section 4(2) of the Securities Act of 1933, as amended. 
 Such shares were issued in connection with an acquisition by the 
Company and a consulting agreement between the Company and Sam 
Rabinowitz executed in furtherance thereof. 

Item 8.	Exhibits

Exhibit No.

        4.1  	Relevant portion of Certificate of Incorporation of the 
             Company, as amended (1)

        4.2 	By-laws of the Company, as amended (2)

        5.1 	Opinion of Campbell & Fleming, P.C. 

       24.1 	Consent of Livingston & Haynes, P.C.

       24.2  	Consent of Campbell & Fleming, P.C. (see Exhibit 5.1) 

                           

(1)		Filed as an Exhibit to the Company's Quarterly Report on 
     Form 10-Q dated November 10, 1992, and incorporated herein by 
     reference.

(2)		Filed as an Exhibit to the Company's Registration 
     Statement on Form S-1, File No. 33-14275 and incorporated herein by 
     reference.



Item 9.  Undertakings.

     	The undersigned registrant hereby undertakes that it will:

     	(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 Securities Act of 1933;

     		(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 (or the most recent post-effective 		
           	amendment thereof); and notwithstanding the 			
           	foregoing, any increase or decrease in volume of 		
           	securities offered (if the total value of the 		
           	securities offered would not exceed that which was 		
           	registered) and any deviation from the low or high 		
           	end of the estimated maximum offering range may be 		
           	reflected in the form of prospects filed with the 		
           	Commission pursuant to Rule 424(b) if, in the 		
           	aggregate, the changes in the volume and price 		
           	represent no more than a 20% change in the maximum 		
           	aggregate offering price set forth in the 			
           	"Calculation of Registration Fee" table in the 		
           	effective Registration Statement.  

    		(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 the Registration 		
           	Statement; 	

         		provided, however, that paragraphs (i) and (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 Exchange Act that are incorporated by reference in this 
Registration Statement.


     	(2)	That, for the purpose of determining any liability under 
the Securities Act of 1933, 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.
 	
     	(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 offering.
	
	     (e)	Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the foregoing 
provisions, or otherwise, the registrant 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.  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 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 Act and will be 
governed by the final adjudication of such issue.


                                  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 this 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 Portsmouth, Rhode Island.

                                	QUADRAX CORPORATION


                           					By:  /s/ James J. Palermo               	
                                  						 James J. Palermo
                                  						 Chairman of the Board of Directors, 
                                  						 and Chief Executive Officer

	                                   					Date: July 18, 1996
 

	     Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed below by the following 
persons on behalf of the registrant and in the capacities and on 
the dates indicated.


/s/ James J. Palermo       	Chairman of the			          July 18, 1996
    James J. Palermo	      	Board of Directors,
                       					and Chief 
                       					Executive Officer
                      					(Principal Executive 
                       					Officer)

/s/ Edward A. Stoltenberg  	Senior Vice President      	July 18, 1996
    Edward A. Stoltenberg  	and Chief Financial 
                       					Officer (Principal  
                       					Accounting and  
                       					Financial Officer)


/s/ William G. Conway       	Director		                		July 18, 1996
    William G. Conway	



/s/ Sven Kraumanis	         	Director			                 	July 18, 1996
    Sven Kraumanis


/s/ Alan Milton		           	Director		                  		July 18, 1996
    Alan Milton

	
/s/ Eugene L. Scott 	       	Director			                  	July 18, 1996
    Eugene L. Scott

/s/ Gordon Werner   	       	Director			                  	July 18, 1996
    Gordon Werner
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 52193}]
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File No. 333-      
                    
                  	SECURITIES AND EXCHANGE COMMISSION
                        	WASHINGTON, D.C.  20549
	                   
                                 	FORM S-8
             	REGISTRATION STATEMENT UNDER THE SECURITIES
                               	ACT OF 1933
	                   

                              	QUADRAX CORPORATION
             	(Exact name of registrant as specified in charter)
                     	DELAWARE							     	05-0420158  
            (State of incorporation)						(IRS Employer 
                                           Identification Number)

                            	300 High Point Avenue,
                      	Portsmouth, Rhode Island 02871
                             	(401) 683-6600
                  	(Address and telephone number of registrant's 
                          	principal executive offices)

                              QUADRAX CORPORATION
                    SAM RABINOWITZ CONSULTING AGREEMENT STOCK PLAN
                           (Full title of the Plan)

                              	JAMES J. PALERMO
                	Chairman of the Board and Chief Executive Officer
                              	Quadrax Corporation
                              	300 High Point Avenue
                         	Portsmouth, Rhode Island  02871
                               	(401) 683-6600
                     	(Address and telephone number of 
                           	agent for service)
	                           

                   	Please send copies of all communications to:

                              	JOSEPH A. SMITH, Esq.
                            	Campbell & Fleming, P.C.
                           	250 Park Avenue, 12th Floor
                            	New York, New York 10177
	                           
                                                                 
                                                                 
                         
                       

                               CALCULATION OF REGISTRATION FEE

	Title of                         Proposed       Proposed
	each                             Maximum        Maximum          Amount
	class of          Amount to      offering       aggregate        of
	securities           be          price          offering         registration
	to be             registered     per Unit       price            fee
	registered

	
Common Stock,       950,000       $1.0625 (1)    $1,009,375        $348.06
$.00009 par 
value(1)

 
Total               950,000       $1.0625        $1,009,375        $348.06

(1)	For shares issuable pursuant to Rule 457(c) and (h) based upon 
the average high and low prices of the Registrant's Common Stock as 
reported on NASDAQ Small Cap Market on July 17, 1996.

                               REOFFER PROSPECTUS

                       	300,000 Shares of Common Stock

                              	QUADRAX CORPORATION
                              	300 High Point Avenue
                              	Portsmouth, RI 02817
	               

     	The person named or otherwise identified under "Selling Share-
holders" herein propose to sell an aggregate of 300,000 
shares of Common Stock (the "Shares") of Quadrax Corporation (the 
"Company") (i) in one or more transactions (which may include 
block transactions) at negotiated prices or at a price or prices 
related to the then current market price of the Company's Common 
Stock, or (ii) to a broker (for resale by such broker as 
principal) at a price or prices related to the then current 
market price of the Company's Common Stock, less such discount as 
shall be agreed upon by a Selling Shareholder and the Broker, or 
(iii) by a combination of the methods described in clauses (i) 
and (ii).  Selling Shareholders may also make sales from time to 
time pursuant to Rule 144 under the Securities Act of 1933, as 
amended, if such Rule is otherwise available to such particular 
Selling Shareholder.

     	The 300,000 Shares offered hereby have been issued by the 
Company pursuant to the Company's Sam Rabinowitz Consulting 
Agreement Stock Plan.  

	The Selling Shareholders, and the brokers and dealers 
through which the Shares may be offered, may be deemed to be 
"underwriters" within the meaning of Section 2(11) of the 
Securities Act of 1933, as amended, in which event any 
compensation received by such brokers and dealers may be deemed 
to be underwriters' compensation under such Act.

	The Common Stock is listed on the NASDAQ Small-Cap Market 
under the symbol "QDRX".  On July 17, 1996, the closing price for 
the Common Stock on NASDAQ was $1.0625 per share.

          	AN INVESTMENT IN THE SECURITIES OFFERED PURSUANT
            	TO THIS PROSPECTUS IS SPECULATIVE AND INVOLVES
          	A HIGH DEGREE OF RISK.  SEE "RISK FACTORS" ON PAGE 5.
	                

        	THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          	SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          	PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           	ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
	               

                	The date of this Prospectus is July 18, 1996

                            	AVAILABLE INFORMATION

      	The Company is subject to the informational requirements of 
the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), and in accordance therewith files reports, proxy statements 
and other information with the Securities and Exchange Commission 
(the "Commission").  Such reports, proxy statements and other 
information filed by the Company can be inspected and copied at the 
public reference facilities maintained by the Commission at Room 
1024, 450 Fifth Street, N.W., Washington, D.C.  20549; 75 Park 
Place, New York, New York 10007 and Northwestern Atrium Center, 500 
West Madision Street, Suite 1400, Chicago, IL 60604.  Copies of 
such material can be obtained from the Public Reference Section of 
the Commission at 450 Fifth Street N.W., Washington, D.C.  20549 at 
prescribed rates.

      	The Company has filed with the Commission in Washington, D.C. 
a Registration Statement on Form S-8 (Registration No.        ) 
under the Securities Act of 1933, as amended (the "Securities 
Act"), with respect to the Shares of which this Prospectus is a 
part.  As permitted by the rules and regulations of the Commission, 
this Prospectus does not contain all the information set forth in 
the Registration Statement, including the exhibits filed as part 
thereof and otherwise incorporated therein to which reference is 
hereby made.  Copies of the Registration Statement and the exhibits 
may be inspected at the offices of the Commission, and may be 
obtained form the Public Reference Section of the Commission at 450 
Fifth Street, N.W. Washington, D.C.  20549 upon payment of the 
prescribed fees.

               	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      	The following documents filed by the Company with the 
Commission are incorporated herein by reference:

		(1)	The Company's Annual Report on Form 10-KSB 
		for the fiscal year ended December 31, 1995.

		(2)	The Company's Quarterly Report on Form 10-QSB for 
  quarter ended March 31, 1996.
	
		(3)	The description of the Company's Common Shares 
  which is contained in the registration statement on Form 8-A filed 
  by the Company to register such securities under Section 12(g) of 
  the Securities Exchange Act of 1934, as amended, including any 
  amendment or report filed for the purpose of updating such 
  description.

		(4)	The Company's Current Reports on Form 8-K dated 
  January 15, 1996; March 15, 1996, June 19, 1996 and June 21, 1996. 

		(5)	The Company's Proxy Statement in connection with 
  the Annual Meeting of Stockholders held May 10, 1996.

		(6)	All documents filed by the Company pursuant to 
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the 
  date of this Prospectus and prior to the termination of the 
  Offering made hereby shall be deemed to be incorporated by 
  reference in this Prospectus and to be a part hereof from the date 
  of filing 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 Prospectus to the 
extent that a statement contained herein or any other subsequently 
filed document which is or is deemed to be incorporated by 
reference herein modifies or supersedes such statement.  Any 
statement so modified or superseded shall not be deemed, except as 
so modified or superseded, to constitute a part of this Prospectus.

	The Company will provide without charge to each person, 
including any beneficial owners, to whom this Prospectus is 
delivered, upon the written or oral request of any such person, a 
copy of any and all of the information that has been incorporated 
herein by reference, other than exhibits to such information 
(unless such exhibits are specifically incorporated by reference 
into the information that the Prospectus incorporates).  Requests 
for such information should be directed to the Secretary of the 
Company at 300 High Point Avenue, Portsmouth, Rhode Island 02871, 
(401) 683-6600.  

                                      	THE COMPANY

      	The Company, which prior to fiscal year 1995 was a development 
stage company, designs, develops, fabricates and sells fiber-
reinforced thermoplastic polymer composite materials ("Quadrax 
Composites") and products manufactured from Quadrax Composites.  
Quadrax Composites are synthetic materials made using patented and 
other proprietary, as well as non-proprietary, chemical processes 
and manufacturing technologies.  Management believes that Quadrax 
Composites are functionally superior to other structural substrates 
for most applications in which abrasion resistance and extreme heat 
tolerance are not critical.  Quadrax Composites' functional 
advantages include high strength-to-weigth ratios, chemical 
stability in a variety of ambient conditions (imperviousness to 
rust, rot or reaction with most commonly used chemical solvents), 
ease and safety of manufacture using modified conventional heat and 
compression molding techniques, virtually unlimited shelf life 
without special storage or handling requirements, and recyclablity.

      	The Company commenced limited commercial production in mid-
1993.  Although the Company historically was dedicated to the 
formatting of composite materials for defense and aerospace 
markets, it began redirecting its business in 1994 and 1995 to 
focus on commercial and consumer markets for value-added, high-
performance products.  The Company's independent accountants, 
Livingston & Haynes, P.C., included a "going concern" qualification 
in their report on the Company's financial statements for fiscal 
1995, as they did for fiscal 1994 (the period from January 3, 1994 
to December 31, 1994), reflecting the Company's history of losses 
and its continuing dependence on financing activities to provide 
the cash needed to meet its expenses.  

      	The Company is organized in a holding company structure, 
operating through two wholly owned subsidiaries: Quadrax Advanced 
Materials Systems, Inc. and Lion Golf of Oregon, Inc. ("Lion 
Golf").  It also wholly owns and operates Quadrax Sports, Inc. as a 
marketing company and Quadrax V, Inc. as a sporting goods 
development company.   

      	The Company was incorporated under the laws of Delaware in 
March 1986.  Its principal executive offices are located at 300 
High Point Avenue, Portsmouth, Rhode Island 02871, and its 
telephone number is (401) 683-6600.

                              RISK FACTORS

      	In addition to the other information in this Prospectus, the 
following risk factors should be considered carefully in evaluating 
the Company and its business before purchasing any of the shares of 
Common Stock offered hereby.

Operating Losses; Limited Revenues; Going Concern Qualification

      	Quadrax Corporation has not achieved profitability in any 
fiscal quarter since its incorporation in March 1986.  From 
incorporation through December 31, 1995, the Company incurred a 
cumulative net loss from continuing operations of approximately 
$53,089,000.  During the fiscal years 1995, 1994, 1993 and 1992, 
the Company incurred net losses from continuing operations of 
approximately $8,998,000, $11,517,000, $5,713,000 and $7,266,000, 
respectively.

      	The Company has generated only limited revenue to date.  In 
particular, Quadrax has recently redirected its development and 
marketing efforts from aerospace and defense markets to consumer 
markets and commenced limited production for these markets in mid-
1993.  During fiscal years 1995, 1994, 1993 and 1992, the Company's 
total revenue was approximately $4,635,000, $860,000, $1,555,000 
and $850,000 respectively.  There can be no assurance that sales of 
the Company's products will generate significant revenue in the 
future.  Consequently, there can be no assurance that the Company 
will achieve or sustain profitability in the future.  The future 
operating results of the Company will depend on its ability to 
develop and market new products in the commercial markets.  The 
Company's independent accountants have included a "going concern" 
qualification in their reports on the Company's financial 
statements for fiscal 1995 and 1994, reflecting the Company's 
history of losses as a development stage company and its continuing 
dependence on financing activities to provide the cash needed to 
meet its expenses.  Under the Company's current business plan, 
management believes that the Company's revenues and earnings will 
be sufficient to make the going concern qualification unnecessary 
by December 31, 1996, although there can be no assurance that such 
qualification will in fact be unnecessary by that date. 

Dependence on New Products

      	The Company historically has marketed its products to the U.S. 
Government.  The Company began to apply its technology in consumer 
markets in 1993, and since that time has taken a number of actions 
aimed at entering the sporting goods and athletic equipment market. 
 The Company has only commenced limited commercial production of 
consumer products and therefore has not yet had an opportunity to 
fully determine the extent to which Quadrax Composites can be 
successfully applied to the development and production of consumer 
products.  While management believes that Quadrax Composites are 
functionally superior to other structural substrates for many 
commercial applications, any failure of Quadrax Composites to 
perform to standards anticipated by the Company would have a 
material adverse affect on the Company's operations and financial 
condition.

      	Although the Company has entered into several joint 
development and exclusive manufacturing contracts to sell goods in 
the consumer sporting goods market, the contracts are contingent on 
the Company being able to meet contractual specifications in a 
timely manner and there can be no assurance that the Company will 
be able to do so in the future.  A delay in the successful 
development, completion or production of any of the Company's 
sporting good products may result in the cancellation of existing 
contracts and prevent the Company from entering into additional 
contracts.  This would have material adverse effect on the 
Company's operations and financial condition.

      	In addition, selling Quadrax Composites and products 
manufactured from Quadrax Composites to consumer and commercial 
markets, the Company faces significant institutional resistance to 
working with new materials and products and to investing in the re-
tooling needed to integrate these materials and products into 
existing production and product lines.  Successful entrance into 
new markets will require substantial investments by the Company in 
fabrication and marketing of Quadrax Composites and in the design, 
development, fabrication and marketing of products manufactured 
from Quadrax Composites.  There can be no assurance that the 
Company will be able to overcome such institutional resistance or 
that it will have sufficient resources to make the necessary 
investments in its new products. 

Capital Requirements

      	The Company has not achieved profitability in any fiscal 
quarter and has been required to raise substantial amounts of 
capital in order to support its on-going development activities.  
As the Company continues to focus on consumer markets and 
progresses from the development of prototypes of products 
manufactured from Quadrax Composites to the production of finished 
goods, it will continue to be dependent on outside financing 
sources.

     	From its incorporation in March 1986 through December 31, 
1995, Quadrax raised a total of $37.9 million in equity capital.  
The Company raised approximately $5.9 million of equity capital in 
fiscal 1994 and an additional $7.3 million through sales of stock 
and convertible debt during fiscal 1995.  Management estimates that 
its capital needs for the fiscal year 1996 will be between $2-10 
million, subject to new product development programs, acquisitions, 
and the expansion of sales and marketing programs.  The Company is 
seeking alternative sources of public and private equity financing 
to meet its needs.  While management believes that the funds raised 
to date, together with cash provided by revenues, will be 
sufficient to meet the Company's cash requirements for fiscal 1996, 
there can be no assurance that such funds, if raised, will meet its 
cash requirements.  If the Company is unable to meet its cash 
requirements, it may be required to defer for a period of time, or 
indefinitely, the design, development, fabrication and marketing of 
new products and the marketing of existing products and materials 
in new markets.

      	In addition, the Company's capital requirements may increase 
materially from those now planned depending on numerous factors, 
including the level of its research and development expenses, the 
rate of market acceptance of the Company's products, and the 
success of the Company's sales, marketing and distribution 
strategy.  There can be no assurance that the Company will be 
successful in raising such additional capital.
	
Limited Production and Sales Experience

      	Quadrax has limited experience producing Quadrax Composites 
and fabricating finished products and components made from Quadrax 
Composites.  The Company has delivered significant quantities of 
Quadrax Composites for evaluation and testing, but has completed 
only one production contract to date, for a subcontractor to the 
Department of the Navy, which it completed at a substantial loss.  
Quadrax is currently performing several production contracts, 
including one contract under which composite tape fabrication is 
being performed at a third party's facility.  While management 
believes that significant technological barriers to full scale 
production have been overcome, there can be no assurance that 
significant unforeseen difficulties will not be encountered at 
commercial production levels. 

      	Prior to 1994, Quadrax concentrated almost all its product 
marketing and customer calling efforts on the sale of materials 
within the defense contracting community.  Efforts to move into 
consumer applications were limited to attendance at trade shows 
sponsored by various members of the plastics and advanced materials 
industries.  The Company currently has only a small sales and 
marketing force.  While initial efforts have been successful, there 
can be no assurance that these successes can be duplicated and 
expanded upon to the extent necessary for Quadrax to achieve a 
profitable level of operation. 

SEC Inquiry

      	The Company is involved in an ongoing, informal investigation 
being conducted by the Staff of the Securities and Exchange 
Commission.  The following discussion is based on the information 
learned by the Company as a result of its involvement in the 
Commission's activities.  There may be other significant 
information regarding these matters of which the Company is, at 
this time, not aware.

      	The inquiry, being conducted by the Commission's Denver 
office, is believed to have as its principal focus, insofar as it 
relates to the Company, activities by the Company's former Chairman 
of the Board involving certain transactions in the Company's stock 
and certain expenditures of Company funds, during his term as 
Chairman, from July 1994 through February 1995. 

      	The Company has cooperated fully with the inquiry described 
above, providing documents and other information in response to the 
Staff's requests.  At this time, the Company does not know what 
conclusions the Staff will reach or what action, if any, the Staff 
will recommend to the Commission upon the termination of the 
inquiry.

Competition

      	Quadrax Composites compete with conventional materials 
(including wood, stone, steel and aluminum), less common metals 
(such as titanium), and thermoset (epoxy-based) composites.  While 
Quadrax Composites offer several advantages over competing 
materials, they are also more expensive.  In addition, Quadrax 
Composites also suffer from institutional resistance to working 
with new materials and investing in the re-tooling needed to 
integrate Quadrax Composites into existing product and production 
lines. 

      	The Company faces competition from three of the world's 
largest multinational chemical companies-E.I. du Pont de Nemours & 
Co., Imperial Chemical Industries PLC and Saint Gobain, S.A.-each 
of which develops composite product offerings that may compete with 
the Company's product offerings.  In addition, the Company faces 
potential competition from new companies as well as from 
established companies that may migrate from related industries.  
Many of the Company's current and prospective competitors, 
including E.I. de Pont de Nemours & Co., Imperial Chemical 
Industries PLC and Saint Gobain, S.A., have significantly greater 
financial, manufacturing and marketing resources than the Company. 
 There can be no assurance that the Company's products will compete 
effectively with products offered by established and new 
competitors of the Company.

      	Competition in the sporting goods and athletic equipment 
market is intense.  The industry consists primarily of major 
domestic and international companies that have financial, 
technical, marketing, sales, manufacturing, distribution and other 
resources substantially greater than those of the Company.  Many of 
the Company's competitors in this industry have entrenched market 
positions and established trade names, trademarks and other 
intellectual property rights.  There can be no assurance that the 
Company's competitors in this industry will not devote their 
significantly greater financial, technical, marketing and other 
resources to develop and market sporting goods and athletic 
equipment more aggressively than the Company.

      	In general, management believes it can compete effectively by 
offering products with superior performance characteristics to 
products offered by other suppliers, at prices substantially 
equivalent to those charged by other suppliers.  The Company 
believes that the success of its efforts will depend on a variety 
of elements both within and outside its control, including the 
success and timing of new product development and introduction by 
the Company and its competitors, product performance and price, 
distribution, and customer support.  There can be no assurance that 
the Company will be able to compete successfully with respect to 
these factors.  Although management believes that it has certain 
technological advantages over its competitors, maintaining such 
advantages will require continued investment by the Company in 
design and development, sales and marketing, and customer service 
and support.  There can be no assurance that the Company will have 
sufficient resources to make such investments or that the Company 
will be able to make the technological advances necessary to 
maintain its competitive advantages.  In addition, as the Company 
enters new markets, distribution channels, technical requirements 
and levels and bases of competition may be different than those in 
the Company's current markets and there can be no assurance that 
the Company will be able to compete favorably. 

 Patents and Proprietary Technologies

     	The Company currently holds patents on its Quadrax Biaxial 
Tape materials formats and on certain aspects of tennis racquets 
manufactured from Quadrax aXial Tape.  The Company either owns, 
licenses or has applied for patents on certain aspects of the other 
technology underlying the Company's products.  The Company's 
patents, patent rights and patent applications do not ensure a 
competitive advantage to the Company, particularly inasmuch as 
several of the patents are licensed on a non-exclusive basis.  No 
assurance can be given that any issued or licensed patents will not 
be designed around, infringed or successfully challenged by others, 
or that the Company will have sufficient resources to enforce any 
proprietary protection afforded by its patents.  Furthermore, there 
can be no assurance that patents will issue with respect to any 
pending patent application.  Moreover, various of the Company's 
actual and potential competitors have obtained patents and could 
seek to enforce them against the Company.  An infringement action, 
if brought, would be costly to defend and there can be no assurance 
that the Company would prevail.  Failure to obtain or to be able to 
enforce patent protection in favor of the Company, or failure to 
defend successfully a patent infringement claim against the 
Company, could have a material adverse effect on the Company's 
business.  In addition, despite the Company's precautions to the 
contrary, there can be no assurance that the trade secrecy 
protections which may be asserted by the Company to protect other 
aspects of its intellectual property will not be breached or will 
be enforceable.

Key Employees

     	The Company's success depends to a significant extent upon a 
number of key management and technical personnel, including James 
J. Palermo, the Company's Chief Executive Officer.  Mr. Palermo has 
signed an employment agreement with the Company that is effective 
through December 1999.  The loss of the services of a key employee 
could have a material adverse effect on the Company's business and 
financial condition.  In addition, the Company's future success 
will depend in part on its ability to attract and retain highly 
skilled technical, managerial and marketing personnel.  Competition 
for such personnel is intense, and there can be no assurance that 
the Company will be successful in hiring or retaining the personnel 
it requires to continue to grow and operate profitably.

Potential Dilution

      	Quadrax has a complex capital structure that includes a number 
of classes of outstanding warrants and options to purchase Common 
Stock.  If all of the warrants and options having exercise prices 
less than the reported last sale price of the Common Stock on the 
Nasdaq SmallCap Market on April 30, 1996 were to be exercised, an 
aggregate of 1,468,039 shares of Common Stock would be issuable for 
a total of $1,724,000 million, resulting in a reduction in the 
percentage of voting rights and interest in profits represented by 
a share of Common Stock.

      	In addition, the Company is authorized to issue up to a total 
of 90,000,000 shares of Common Stock, of which fewer than 
23,000,000 shares are outstanding as of the date hereof.  Issuance 
of a significant number of additional shares of Common Stock would 
result in a substantial reduction in the percentage of voting 
rights and interests in profits currently represented by a share of 
Common Stock.

Technological Obsolescence

     	The structural composites market in which Quadrax competes is 
characterized by rapid technological development.  There can be no 
assurance that Quadrax's products will not be rendered obsolete or 
that Quadrax will be successful in developing new products to meet 
changing market needs. 

Product Liability

     	Sales of Quadrax Composites and parts manufactured therefrom 
may expose the Company to liability for substantial damages in the 
event of accident or injury shown to have been caused by defective 
materials.  Management believes that its limited product liability 
insurance is currently adequate, but no assurance can be given that 
such insurance is sufficient in scope and amount to cover any and 
all damages that are incurred in the future.  Further, the Company 
expects that it will be necessary for the Company to increase its 
product liability insurance coverage as shipments to commercial 
markets increase, and there can be no assurance that such coverage 
will be available or, if available, that it will be available on 
terms that are economically acceptable to the Company.

Volatility of Stock Price; Depressive Effective of Future Sales of 
Common Stock

     	The trading price of the Common Stock has been subject to wide 
fluctuations for a number of reasons, including the financial 
difficulties and subsequent cessation in 1991 of market-making 
activities by its former principal market maker and changes in 
control of the Company in 1994 and 1995.  In addition, the stock 
market has from time to time experienced extreme price and volume 
fluctuations that particularly affected the market price for many 
technology companies and that often have been unrelated to 
operating performance of these companies.  These broad market 
fluctuations may adversely affect the market price of the Common 
Stock.  In addition, future sales by the Company of newly issued 
Common Stock (or securities convertible into or exchangeable for 
Common Stock) in the public market could place downward pressure on 
the market price of the Common Stock. 

Possible Delisting of Common Stock from Nasdaq SmallCap Market

     	The Common Stock is listed on the Nasdaq SmallCap Market.  
Listing on the Nasdaq SmallCap Market permits a company's 
securities to be quoted over the automated electronic quotation 
system maintained by the National Association of Securities 
Dealers, Inc., which makes current quotations of an issuer's 
securities available to brokers and dealers nationwide.  The 
requirements for continued listing of common stock on the Nasdaq 
SmallCap Market include (i) the presence of at least two registered 
and active market makers for the stock, (ii) total assets of the 
issuer of at lease $2,000,000, (iii) total capital and surplus of 
the issuer of at least  $1,000,000, (iv) a minimum bid price per 
share of the stock of at least $1.00 (or, alternatively, $1,000,000 
market value of public float and $2,000,000 in total capital and 
surplus), (v) the existence of at least 300 record holders of the 
stock, and (vi) the existence of at least 100,000 publicly-held 
shares of the stock.  The National Association of Securities 
Dealers, Inc. also has discretionary power to delist companies for 
other reasons in keeping with the integrity of the market system.  
Although the Company believes it is currently in compliance with 
each of these requirements with respect to the Common Stock, and 
management is prepared to take steps to assure continued compliance 
with the listing requirements for the Nasdaq SmallCap Market, no 
assurance can be provided that management's efforts, if required, 
would be successful or that the Common Stock will continue to be 
listed on the Nasdaq SmallCap Market.

     	If the Common Stock were to be delisted from the Nasdaq 
SmallCap Market, current information regarding the bid and asked 
prices for the Common Stock would become less readily available to 
brokers, dealers and their customers.  As a result of the reduced 
availability of current information, it is likely that there would 
be a reduction in the liquidity of the market for the Common Stock 
which could, in turn, result in decreased demand for the Common 
Stock, a decrease in the price of the Common Stock, and an 
increased spread between the bid and asked prices for the Common 
Stock.  

                           	USE OF PROCEEDS

     	All proceeds from the sale of Shares offered hereby will be 
received by the Selling Shareholders and not by the Company.  To 
the extent that any Shares represent unexercised options, the 
Company will receive the exercise price thereof.  Such proceeds, if 
any, will be used for general corporate purposes.

                          	SELLING SHAREHOLDERS

     	All of the Shares registered are to be offered for the account 
of the following shareholder and his donee or pledgee (the "Selling 
Shareholder").  The following sets forth certain information with 
respect to the Selling Shareholder.  The Company has no knowledge 
of the intentions of any of the Selling Shareholder to actually 
sell any of the shares listed under the column "Shares to be Sold."

          	           		Ownership	   	Shares   	Ownership	    Percentage of
	             	          	Prior	     	to be     	After       	Class Owned
Selling Shareholder  	to Offering(1)  	Sold   		Offering        	After
						                                                    					Offering

Sam Rabinowitz	         	950,000	 	300,000(2)	   650,000           2.99%

(1)	The column headed "Shares to be Sold" includes only shares 
presently issued under the Company's Sam Rabinowitz Consulting 
Agreement Stock Plan registered by this Prospectus.

(2)	300,000 Shares are registered for resale under this 
Prospectus.  Of the remaining 650,000 Shares, 250,000 will be 
issuable upon the exercise of warrants which may be granted when 
certain performance standards are realized by the Selling 
Shareholder, and 400,000 Shares may be issued to the Selling 
Shareholder when further performance standards are realized.  At 
this time, there are no assurances that the Selling Shareholder 
will reach the performance standards and receive any of the 250,000 
warrants or 400,000 Shares.

                      	PLAN OF DISTRIBUTION

     	Any or all of the Shares may be sold from time to time 
directly to purchasers by the Selling Shareholder.  The sale of the 
Shares by the Selling Shareholder may be effected from time to time 
in transactions (which may include block transactions) in the 
NASDAQ market, in negotiated transactions, or a combination of such 
methods of sale, at fixed prices which may be changed, at market 
prices prevailing at the time of sale, at prices related to such 
prevailing market prices or at negotiated prices.  The Selling 
Shareholder may effect such transactions by selling shares to or 
through broker-dealers, and such broker-dealers may receive 
compensation in the form of underwriting discounts, concessions or 
commissions from the Selling Shareholder and/or the purchasers of 
Shares for whom such broker-dealers may act as agent or to whom 
they sell as principal, or both (which compensation as to a 
particular broker-dealer might be in excess of customary 
commissions).  The Selling Shareholder may also make sales from 
time to time pursuant to Rule 144 under the Securities Act, if such 
Rule is otherwise available to such particular Selling Shareholder.

     	The Selling Shareholder and any broker-dealers that act in 
connection with the sale of the Shares hereunder might be deemed to 
be "underwriters" within the meaning of Section 2(11) of the 
Securities Act, and any discounts, concessions or commissions 
received by them and any profit on the resale of Shares as 
principal might be deemed to be underwriting discounts and 
commissions under the Securities Act.

     	At the time a particular offer of Shares is made, to the 
extent required, a supplement to this Prospectus will be 
distributed which will set forth the terms of the offering, 
including the name or names of any underwriters, dealers or agents, 
the purchase price paid by any underwriter for Shares purchased 
from the Selling Shareholder and any discounts, concessions or 
commissions and other items constituting compensation from the 
Selling Shareholder and any discounts, concessions or commissions 
allowed or reallowed or paid to dealers, including the proposed 
selling price to the public.

    	The Company is paying certain expenses (other than commissions 
and discounts of underwriters, dealers or agents) incident to the 
offering and sale for the Shares to the public, which are estimated 
to be approximately $5,000.  If the Company is required to update 
this Prospectus during such period, it may incur additional 
expenses in excess of the amount estimated above.

   	 In order to comply with certain states' securities laws, if 
applicable, the Shares will be sold in such jurisdictions only 
through registered or licensed brokers or dealers.  In certain 
states the Shares may not be sold unless they have been registered 
or qualify for sale in such state or an exemption from regulation 
or qualification is available and is complied with.

                         DESCRIPTION OF SECURITIES

General

     	The Company is authorized to issue 90,000,000 shares of Common 
Stock, $.000009 par value per share.  As of April 1, 1996, there 
were 21,737,842 shares of Common Stock issued and outstanding and 
held as of record by approximately 1,469 holders.  

     	The holders of the Common Stock have one vote for each share 
held of record on all matters to be voted on by stockholders, 
including the election of directors.  Stockholders are not entitled 
to cumulate their votes in the election of directors.  

     	Holders of Common Stock are entitled to receive dividends 
when, as and if declared by the Board of Directors out of funds 
legally available therefor and upon liquidation of the Company, to 
share ratably in the net assets available for distribution after 
the payment of creditors and any liquidation preferences to the 
holders of preferred stock.  Shares of Common Stock are not 
redeemable and have no preemptive, conversion or similar rights.  
All outstadning shares of Common Stock are, and the Shares offered 
hereby upon issuance and receipt of payment in full by the Company 
will be, fully paid and non-assessable.

                              	LEGAL MATTERS

     	The law firm of Campbell & Fleming, P.C., 250 Park Avenue, New 
York, New York  10177 has acted as counsel for the Company in 
connection with the validity of the Common Stock offered hereby.  

                                   	EXPERTS

     	The consolidated financial statements of the Company appearing 
in the Company's Annual Report (Form 10-KSB) for the year ended 
December 31, 1995, have been audited by Livingston & Haynes, P.C., 
independent auditors, as set forth in its report thereon included 
therein and incorporated herein by reference. Such consolidated 
financial statements are incorporated herein by reference in 
reliance upon such reports given upon the authority of such firm as 
experts in accounting and auditing.

     	No dealer, salesman or other person has been authorized to 
give any information or to make any representation in connection 
with this offering other than those contained in this Prospectus, 
and, if given or made, such information or representation must not 
be relied upon as having been authorized by the Company.  This 
Prospectus does not constitute an offer to sell or a solicitation 
of an offer to buy any of these securities in any state to any 
person to whom it is unlawful to make such offer or solicitation in 
such state.  The delivery of this Prospectus at any time does not 
imply that information herein is correct as of any time subsequent 
its date.

	                                   

                              	TABLE OF CONTENTS

                                                               	Page

Available Information                                             	2
Incorporation of Certain Documents by Reference                   	2
The Company                                                       	4
Risk Factors                                                       5
Use of Proceeds                                                  	13
Selling Shareholders                                             	14
Plan of Distribution                                             	14
Description of Securities                                        	16
Legal Matters                                                    	16
Experts                                                          	16
 

     	Until August 16, 1996, all dealers effecting transactions in 
the registered securities, whether or not participating in this 
distribution, may be required to deliver a prospectus.  This is in 
addition to the obligation of dealers to deliver a prospectus when 
acting as underwriters and with respect to their unsold allotments 
or subscriptions.

                                         300,000
                                       		Common Shares

                                    	QUADRAX CORPORATION

                                         JULY 18,1996

                                       	PART II

                       	INFORMATION NOT REQUIRED IN PROSPECTUS

             Item 3.	Incorporation of Certain Documents by Reference.

            	The following documents filed by the Company with the 
              Commission are incorporated herein by reference:

               		(1)	The Company's Annual Report on Form 10-KSB 
               		for the fiscal year ended December 31, 1995.

               		(2)	The Company's Quarterly Annual Report on Form 10-
                 QSB for the quarter ended March 31, 1996.
	
               		(3)	The description of the Company's Common Shares 
                 which is contained in the registration statement on
                 Form 8-A filed by the Company to register such 
                 securities under Section 12(g) of the Securities
                 Exchange Act of 1934, as amended, including any 
                 amendment or report filed for the purpose of updating
                 such description.

              		(4)	The Company's Current Reports on Form 8-K dated 
                January 15, 1996; March 15, 1996, June 19, 1996
                and June 21, 1996. 

             		(5)	The Company's Proxy Statement in connection with 
               the Annual Meeting of Stockholders held May 10, 1996.

             		(6)	All documents filed by the Company pursuant to 
               Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
               after the date of this Prospectus and prior to the
               termination of the Offering made hereby shall be deemed
               to be incorporated by reference in this Prospectus and
               to be a part hereof from the date of filing such documents. 

Item 4.	Not applicable.

Item 5.	Not applicable.

Item 6.	Indemnification of Directors and Officers.

     	Section 145 of the General Corporation Law of Delaware (the 
"GCL") authorizes and empowers the Company to indemnify the 
directors, officers, employees and agents of the Company against 
liabilities incurred in connection with, and related expenses 
resulting from, any claim or suit brought against any such person 
as a result of his relationship with the Company, provided that 
such persons acted in accordance with a stated standard of conduct 
 in connection with the acts or events on which such claim, action 
or suit is based.  The finding of either civil or criminal 
liability on the part of such persons in connection with such acts 
or events in not necessarily determinative of the questions of 
whether such persons have met the required standard of conduct and 
are accordingly, entitled to be indemnified.

      	In addition, Section 10 of the Company's by-laws requires the 
Company to indemnify its officers and directors to the fullest 
extent permitted by the GCL, and permits the Company to indemnify 
other persons as it chooses, to the same extent.  Such indemnity 
shall not extend to such persons, however, (i) for any breach of 
the director's duty of loyalty to the Company or its stockholders, 
(ii) for acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (iii) for 
actions contravening Section 174 of the GCL (relating to unlawful 
dividend stock purchases or stock redemptions), or (iv) for any 
transaction from which the director derived an improper personal 
benefit.

Item 7.	Exemption from Registration Claimed.

     	The 300,000 shares of restricted Common Stock to be reoffered 
or resold pursuant to this Registration Statement were issued 
pursuant to Section 4(2) of the Securities Act of 1933, as amended. 
 Such shares were issued in connection with an acquisition by the 
Company and a consulting agreement between the Company and Sam 
Rabinowitz executed in furtherance thereof. 

Item 8.	Exhibits

Exhibit No.

        4.1  	Relevant portion of Certificate of Incorporation of the 
             Company, as amended (1)

        4.2 	By-laws of the Company, as amended (2)

        5.1 	Opinion of Campbell & Fleming, P.C. 

       24.1 	Consent of Livingston & Haynes, P.C.

       24.2  	Consent of Campbell & Fleming, P.C. (see Exhibit 5.1) 

                           

(1)		Filed as an Exhibit to the Company's Quarterly Report on 
     Form 10-Q dated November 10, 1992, and incorporated herein by 
     reference.

(2)		Filed as an Exhibit to the Company's Registration 
     Statement on Form S-1, File No. 33-14275 and incorporated herein by 
     reference.

Item 9.  Undertakings.

     	The undersigned registrant hereby undertakes that it will:

     	(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 Securities Act of 1933;

     		(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 (or the most recent post-effective 		
           	amendment thereof); and notwithstanding the 			
           	foregoing, any increase or decrease in volume of 		
           	securities offered (if the total value of the 		
           	securities offered would not exceed that which was 		
           	registered) and any deviation from the low or high 		
           	end of the estimated maximum offering range may be 		
           	reflected in the form of prospects filed with the 		
           	Commission pursuant to Rule 424(b) if, in the 		
           	aggregate, the changes in the volume and price 		
           	represent no more than a 20% change in the maximum 		
           	aggregate offering price set forth in the 			
           	"Calculation of Registration Fee" table in the 		
           	effective Registration Statement.  

    		(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 the Registration 		
           	Statement; 	

         		provided, however, that paragraphs (i) and (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 Exchange Act that are incorporated by reference in this 
Registration Statement.

     	(2)	That, for the purpose of determining any liability under 
the Securities Act of 1933, 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.
 	
     	(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 offering.
	
	     (e)	Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the foregoing 
provisions, or otherwise, the registrant 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.  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 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 Act and will be 
governed by the final adjudication of such issue.

                                  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 this 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 Portsmouth, Rhode Island.

                                	QUADRAX CORPORATION

                           					By:  /s/ James J. Palermo               	
                                  						 James J. Palermo
                                  						 Chairman of the Board of Directors, 
                                  						 and Chief Executive Officer

	                                   					Date: July 18, 1996
 

	     Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed below by the following 
persons on behalf of the registrant and in the capacities and on 
the dates indicated.

/s/ James J. Palermo       	Chairman of the			          July 18, 1996
    James J. Palermo	      	Board of Directors,
                       					and Chief 
                       					Executive Officer
                      					(Principal Executive 
                       					Officer)

/s/ Edward A. Stoltenberg  	Senior Vice President      	July 18, 1996
    Edward A. Stoltenberg  	and Chief Financial 
                       					Officer (Principal  
                       					Accounting and  
                       					Financial Officer)

/s/ William G. Conway       	Director		                		July 18, 1996
    William G. Conway	

/s/ Sven Kraumanis	         	Director			                 	July 18, 1996
    Sven Kraumanis

/s/ Alan Milton		           	Director		                  		July 18, 1996
    Alan Milton

	
/s/ Eugene L. Scott 	       	Director			                  	July 18, 1996
    Eugene L. Scott

/s/ Gordon Werner   	       	Director			                  	July 18, 1996
    Gordon Werner