EXHIBIT 31


        CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
           EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Henry Fong, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Equitex, Inc. (the
     "registrant);

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
     the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under my supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to me by others within those
     entities, particularly during the period in which this report is being
     prepared;

     (b) [Paragraph omitted in accordance with SEC transition instructions
     contained in SEC Release 34-47986];

     (c) Evaluated the effectiveness of the registrant's disclosure controls and
     procedures and presented in this report my conclusion about the
     effectiveness of the disclosure controls and procedures, as of the end of
     the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter that has materially affected, or is reasonably likely
     to materially affect, the registrant's internal control over financial
     reporting; and

5.   I have disclosed, based on my most recent evaluation of internal control
     over financial reporting, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal control
     over financial reporting.

Date:  May 17, 2004
                                                 /s/ Henry Fong
                                                -------------------------------
                                                 Henry Fong
                                                 President, Treasurer and
                                                 Chief Financial Officer