EQUITEX INC
8-K, 1998-01-29
INVESTORS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                JANUARY 13, 1998



                                 EQUITEX, INC.
             ------------------------------------------------------
             (Exact Name of registrant as specified in its charter)


DELAWARE                               0-12374                        84-0905189
- ----------------------------    ------------------------  ----------------------
(State or other jurisdiction    (Commission File Number)           (IRS Employer
of incorporation)                                         identification number)


7315 EAST PEAKVIEW AVENUE
ENGLEWOOD, COLORADO                                                        80111
- ----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip Code)


                                 (303) 796-8940
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

<PAGE>

ITEM 5. OTHER EVENTS


     The Registrant  recently has been advised by Nasdaq that it plans to delist
the Registrant from the Nasdaq National Market because the Registrant  currently
does not meet the Nasdaq National Market maintenance  standards.  The Registrant
has appealed  Nasdaq's  determination and has requested a hearing which has been
set for  February  19,  1998.  If Nasdaq  ultimately  determines  to remove  the
Registrant from the Nasdaq National Market,  the Registrant will request that it
be moved from the Nasdaq National Market to the Nasdaq SmallCap Market.


                                     Page 1
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                       EQUITEX, INC.
                                       -------------
                                       (Registrant)


Date: January 29, 1998                 /S/ THOMAS B. OLSON
      ---------------------            -----------------------------------
                                       Thomas B. Olson, Secretary







                                     Page 2



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