EXHIBIT 14
                                  EQUITEX, INC.


                 CODE OF ETHICS FOR SENIOR FINANCIAL MANAGEMENT


     Equitex, Inc. (the "Company") has adopted this Code of Ethics for Senior
Financial Management to promote honest and ethical conduct and to deter
wrongdoing. This Code applies to the Company's Chief Executive Officer, Chief
Financial Officer, Controller, Principal Accounting Officer, Secretary and other
employees performing similar functions (the "Senior Financial Management"). The
obligations of this Code supplement, but do not replace, any other code of
conduct or ethics policy applicable to employees of the Company generally.

     Any person who has information concerning any violation of this Code by any
member of the Senior Financial Management shall promptly bring such information
to the attention of the General Counsel or Chief Executive Officer of the
Company. If the Chief Executive Officer determines that a conflict of interest
exists, he or she will refer the matter to the Audit Committee of the Board of
Directors for resolution. Violations of this Code may subject the employee to
appropriate actions, such as censure, suspension or termination. Such actions
shall be reasonably designed to deter wrongdoing and to promote accountability
for adherence to this Code. The Audit Committee of the Board of Directors shall
consider any request for a waiver of this Code and any amendments to this Code
and all such waivers or amendments shall be disclosed promptly as required by
law or SEC regulation.

     All members of the Senior Financial Management shall:

o    Act honestly and ethically in the performance of their duties at the
     Company.
o    Avoid actual or apparent conflicts of interest between personal and
     professional relationships.
o    Provide full, fair, accurate, timely and understandable disclosure in
     reports and documents that the Company files with, or submits to, the SEC
     and in other public communications by the Company.
o    Comply with rules and regulations of federal, state and local governments
     and other private and public regulatory agencies that affect the conduct of
     the Company's business and the Company's financial reporting
o    Act in good faith, responsibly, with due care, competence and diligence,
     without misrepresenting material facts or allowing the member's independent
     judgment to be subordinated
o    Respect the confidentiality of information acquired in the course of work,
     except when authorized or legally obtained to disclosure such information.
o    Share knowledge and maintain skills relevant to carrying out the member's
     duties within the Company.
o    Proactively promote ethical behavior as a responsible partner among peers
     and colleagues in the work environment and community.
o    Achieve responsible use of and control over all assets and resources of the
     Company entrusted to the member.
o    Promptly bring to the attention of the Chief Executive Officer any
     information concerning (a) significant deficiencies in the design or
     operating of internal controls which could adversely affect the Company's
     ability to record, process, summarize and report financial date or (b) any
     fraud, whether or not material, that involves management or other employees
     who have a significant role in the Company's financial reporting or
     internal controls.


Acknowledged:





Employee: