SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                     of 1934

   For the Three Months ended June 30, 1998        Commission file No. 0-21450


                              EQUINOX SYSTEMS INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


State of incorporation: Florida    I.R.S. Employer Identification No. 59-2268442

Address of principal executive offices: One Equinox Way - Sunrise, Florida 33351

                            Telephone: (954) 746-9000


        Securities Registered Pursuant to Section 12(b) of the Act: None

 Securities Registered Pursuant to Section 12(g) of the Act: Common Stock 
                           (par value $.01 per share)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [x]

The number of shares of Common Stock outstanding as of August 12, 1998 was
5,222,016.


<PAGE>

                                 INDEX TO ITEMS
<TABLE>
<CAPTION>

                                                                                                    PAGE
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<S>                                                                                                   <C>
     Condensed Consolidated Balance Sheets - June 30, 1998 and December 31, 1997 .................    3

     Condensed Consolidated Statements of Income - Six months ended June 30, 1998 and 1997 .......    4

     Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 1998 and 1997 ...    5

     Notes to Condensed Consolidated Financial Statements ........................................    6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation .....    7

PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders ......................................   10

Item 5. Other Information ........................................................................   11

Item 6. Exhibits and Reports on Form 8-K .........................................................   12

Signature Page ...................................................................................   13

</TABLE>

                                       2
<PAGE>


                              EQUINOX SYSTEMS INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                   JUNE 30,    DECEMBER 31,
                                                     1998          1997
                                                 ------------  -----------
                   ASSETS
 
CURRENT ASSETS:
<S>                                               <C>          <C> 
    Cash and cash equivalents ................    $ 14,443      $ 14,209
    Marketable securities ....................       1,900         1,500
    Accounts receivable ......................       4,122         3,881
    Inventories ..............................       5,043         3,295
    Deferred income taxes ....................       1,132         1,132
    Prepaid expenses and other current assets.         859           441
                                                  --------      --------
      Total current assets ...................      27,499        24,458
                                                  --------      --------
PROPERTY AND EQUIPMENT, at cost ..............       6,019         5,513
    Less - accumulated depreciation and
    amortization .............................      (2,610)       (2,388)
                                                  --------      --------
                                                     3,409         3,125
                                                  --------      --------
                                                  $ 30,908      $ 27,583
                                                  ========      ========
       LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable .........................    $  2,778      $  3,058
    Accrued expenses .........................       1,793         2,590
                                                  --------      --------
      Total current liabilities ..............       4,571         5,648
                                                  --------      --------
SHAREHOLDERS' EQUITY:
    Common stock .............................          52            49
    Additional paid-in capital ...............      10,642         8,264
    Retained earnings ........................      15,643        13,622
                                                  --------      --------
       Total shareholders' equity ............      26,337        21,935
                                                  --------      --------
                                                  $ 30,908      $ 27,583
                                                  ========      ========
</TABLE>


  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       3
<PAGE>


                              EQUINOX SYSTEMS INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                      THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                                      ---------------------------  -------------------------

                                           1998         1997         1998         1997
                                         -------      -------      -------      -------
<S>                                      <C>          <C>          <C>          <C>    

NET SALES ...........................    $ 6,846      $ 6,590      $14,602      $12,954


COST OF SALES .......................      3,229        3,269        6,904        6,510
                                         -------      -------      -------      -------

  Gross profit ......................      3,617        3,321        7,698        6,444
                                         -------      -------      -------      -------

OPERATING EXPENSES:

  Research and development ..........        785          708        1,553        1,462

  Selling, general and administrative      1,737        1,506        3,484        2,854
                                         -------      -------      -------      -------

    Total operating expenses ........      2,522        2,214        5,037        4,316
                                         -------      -------      -------      -------

    Income from operations ..........      1,095        1,107        2,661        2,128

OTHER INCOME, NET ...................        145          128          352          256
                                         -------      -------      -------      -------

    Income before income taxes ......      1,240        1,235        3,013        2,384

PROVISION FOR INCOME TAXES ..........        407          432          992          846
                                         =======      =======      =======      =======

    Net income ......................    $   833      $   803      $ 2,021      $ 1,538
                                         =======      =======      =======      =======

EARNINGS PER SHARE:

    Basic ...........................    $  0.16      $  0.16      $  0.40      $  0.29
                                         =======      =======      =======      =======

    Diluted .........................    $  0.15      $  0.15      $  0.36      $  0.28
                                         =======      =======      =======      =======

</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       4
<PAGE>

                              EQUINOX SYSTEMS INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           SIX MONTHS ENDED JUNE 30,
                                                           -------------------------
                                                                1998         1997
                                                             --------     --------
<S>                                                          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ..............................................    $  2,021     $  1,538
                                                             --------     --------
Adjustments to reconcile net income to net cash (used in)
   provided by perating activities:
   Depreciation .........................................         222          312
   Provision for doubtful accounts and anticipated
      sales returns .....................................         419          419
   Provision for warranty costs .........................          66           68
   Recognition of deferred service contract revenue .....        (285)        (314)
   Changes in operating assets and liabilities:
      Accounts receivable ...............................        (660)        (579)
      Inventories .......................................      (1,748)        (214)
      Prepaid expenses and other current assets .........        (418)        (259)
      Accounts payable ..................................        (280)         359
      Accrued expenses ..................................         599          134
                                                             --------     --------
Total adjustments .......................................      (2,085)         (74)
                                                             --------     --------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES .....         (64)       1,464
                                                             --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Net purchases of marketable securities ...............        (400)        (400)
   Purchases of property and equipment ..................        (506)        (198)
                                                             --------     --------
NET CASH USED IN INVESTING ACTIVITIES ...................        (906)        (598)
                                                             --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Stock options exercised ..............................       1,204            9
   Repurchases of common stock ..........................        --         (3,896)
                                                             --------     --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES .....       1,204       (3,887)
                                                             --------     --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....         234       (3,021)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..........      14,209       12,998
                                                             ========     ========
CASH AND CASH EQUIVALENTS,  END OF PERIOD ...............    $ 14,443     $  9,977
                                                             ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Income taxes paid .......................................    $    493     $    747
                                                             ========     ========
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
During 1998 the Company realized income tax benefits of $1,177 in connection
with the exercise of stock options by certain current and former employees and
directors. Such amounts represent deductible compensation expense not required
to be recognized for financial statement purposes.

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       5
<PAGE>

                              EQUINOX SYSTEMS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1998
                                   (Unaudited)

(1)  BASIS OF PRESENTATION
The condensed consolidated balance sheet as of December 31, 1997, which has been
derived from the annual audited financial statements, and the unaudited interim
condensed consolidated financial statements included herein, have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules and regulations. The
Company believes that the disclosures made are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the financial statements and the notes thereto included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1997.

In the opinion of the Company, the accompanying condensed consolidated financial
statements contain all material adjustments, consisting of only normal recurring
accruals, necessary to present fairly the Company's financial position, results
of operations and cash flows. Results of operations for the three and six months
ended June 30, 1998 are not necessarily indicative of the results to be expected
for the year ending December 31, 1998.

The accounting policies followed for quarterly financial reporting purposes are
the same as those disclosed in the Company's audited financial statements for
the year ended December 31, 1997, included in the Company's Form 10-K.

On May 1, 1998 the Board of Directors declared a three-for-two stock split (the
"split") effected in the form of a 50% stock dividend on the Company's common
stock. On June 10, 1998 the Company's shareholders received one additional share
of common stock for each two shares held. Earnings per share and weighted
average shares outstanding for the three months and six months ended June 30,
1997, and common stock and additional paid-in capital as of December 31, 1997
have been restated to retroactively reflect the split.

(2)  EARNINGS PER SHARE
Basic earnings per share are calculated by dividing net income by the weighted
average number of common shares outstanding during the period. On a diluted
basis, shares outstanding are adjusted to assume the exercise of options under
the treasury stock method. Amounts for 1997 were restated to conform with
Statement of Financial Accounting Standards No. 128, "Earnings Per Share."
Shares used in the computations for the three months and six months ended June
30, 1998 and 1997 are as follows (in thousands):

<TABLE>
<CAPTION>

                                                  THREE MONTHS ENDED JUNE 30,     SIX MONTHS ENDED JUNE 30,
                                                  ---------------------------     -------------------------
                                                     1998             1997           1998           1997
                                                    -------          -------        -------        -------
<S>                                                 <C>              <C>            <C>            <C>
Weighted average shares used in basic
  computation.................................        5,201            5,069          5,093          5,302

Common stock equivalents - options ...........          443              189            463            215
                                                    -------          -------        -------        -------
Weighted average shares used in diluted
  computation.................................        5,644            5,258          5,556          5,517
                                                    =======          =======        =======        =======
</TABLE>

(3)  INVENTORIES
Inventories consist of parts and assembly components to be used in the
production of finished goods and are stated at the lower of cost or market.
Cost, which includes raw materials, manufacturing labor and overhead, is
determined on a first-in, first-out basis. Inventories consist of the following
as of June 30, 1998 and December 31, 1997 (in thousands):

                                                    1998           1997
                                                  -------        -------
             Raw materials......................  $ 1,396        $   630
             Work-in-process....................      472            461
             Finished goods.....................    3,175          2,204
                                                  =======        =======
                                                  $ 5,043        $ 3,295
                                                  =======        =======

                                       6
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
        OF OPERATIONS

The following discussion contains forward-looking statements which reflect the
current views of the Company with respect to future events that could have an
effect on its future financial performance. These statements may include such
words as "expects," "believes," "estimates," and similar expressions. These
forward-looking statements are subject to various risks and uncertainties,
including those referred to under "Factors That May Affect Future Results" in
Item 5, below, and elsewhere herein, that could cause actual results to differ
materially from historical results or those currently anticipated. Readers are
cautioned not to place undue reliance on these forward-looking statements.

COMPARISON OF THREE MONTHS ENDED JUNE 30, 1998 AND 1997

NET SALES
Net sales increased to $6.8 million in 1998 from $6.6 million in 1997, an
increase of $0.2 million, or 4%.

Bus-attached product sales increased 14% to $5.8 million in 1998 from $5.1
million in 1997, due to increased sales to both distributors and OEMs.
Distributor sales of Bus-attached products grew by 14% and OEM sales of
Bus-attached products grew by 13%. Although OEM sales during the second quarter
of 1998 increased over the prior year, such sales were lower than the Company
anticipated for the quarter. For example, the Hewlett-Packard Company (HP), the
Company's leading OEM customer, represented 10% of the Company's net sales
during the second quarter of 1998 compared to 18% in 1997.

Although OEM sales were lower than anticipated the Company does not believe it
is indicative of a trend, and believes there are future growth opportunities
related to existing and potential OEM's. However, sales to OEM customers are
difficult to predict as the Company has limited visibility to the OEM's
inventory levels and demand for the OEM's final product.

LAN-attached product sales decreased 33% to $1.0 million in 1998 from $1.5
million in 1997. This decrease is attributable to a 79% decline in direct sales
of Data Switching Systems, primarily related to reduced orders from a major
customer, partially offset by a 16% increase in Terminal Servers. Management
believes that sales of Data Switching System products and Terminal Servers will
decline over time.

COST OF SALES
Cost of sales decreased 1% to $3.2 million in 1998 from $3.3 million in 1997. As
a percentage of net sales, cost of sales declined to 47% in 1998 from 50% in
1997. This improvement was primarily the result of reduced manufacturing
overhead expenses as well as higher production volume.

The Company's gross margin is dependent in part on product mix, channel mix and
overhead expense all of which fluctuate from period to period. For example,
increased sales to OEM customers may negatively impact the Company's future
gross margin, as OEM sales are typically priced lower than distribution sales.
However, the reduced sales/support requirements of OEM customers typically
result in favorable contributions to operating margins thereby resulting in
similar operating margins between distribution sales and OEM sales.

RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses were $0.8 million in 1998 and $0.7 million in
1997 primarily due to additional personnel required as a result of expanded
development efforts. As a percentage of net sales, research and development
expenses were 11% in 1998 and 1997. The Company does not capitalize any of its
software development expenses.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased 15% to $1.7 million in
1998 from $1.5 million in 1997 primarily due to increased sales personnel and
increased marketing efforts. As a percentage of net sales, selling, general and
administrative expenses increased to 25% in 1998 from 23% in 1997 primarily due
to increased sales and marketing expenses partially offset by higher net sales.

INCOME FROM OPERATIONS
Income from operations remained unchanged at $1.1 million. Although sales and
gross profit increased, operating expenses increased as well, offsetting any
change in income from operations. As a percentage of net sales, income from
operations decreased to 16% in 1998 from 17% in 1997.

                                       7
<PAGE>

OTHER INCOME, NET
Other income, net, which includes interest income, was $0.1 million in 1998 and
1997. As a percentage of net sales, other income, net, was 2% in 1998 and 1997.

PROVISION FOR INCOME TAXES
The Company's provision for income taxes was $0.4 million in 1998 and 1997. The
Company's effective tax rate decreased to 33% in 1998 from 35% in 1997 based on
a review of expected tax rates for the current year.

NET INCOME
Net income was $0.8 million in 1998 and 1997. Increased sales and gross profit
were partially offset by higher operating expenses during 1998. As a percentage
of net sales, net income was 12% in 1998 and 1997.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 1998 AND 1997

NET SALES
Net sales for the six months increased to $14.6 million in 1998 from $13.0
million in 1997, an increase of $1.6 million, or 13%. Sales of Bus-attached
Products increased to $12.0 million from $9.8 million in 1997, an increase of
$2.2 million or 22%, primarily as a result of increased sales to distributors
and OEM customers both of which increased 23% from the prior year.

Sales of LAN-attached products, collectively decreased to $2.6 million in 1998
from $3.2 million in 1997, a decrease of $0.6 million or 19%. This decrease is
primarily attributable to fewer direct sales of Data Switching Systems.

COST OF SALES
Cost of sales for the six months increased to $6.9 million from $6.5 million in
1997, an increase of 6% primarily due to higher net sales. As a percentage of
net sales, cost of sales decreased to 47% in 1998 from 50% in 1997. This was
primarily the result of reduced manufacturing overhead expenses as well as
higher production volume.

RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses for the six months increased to $1.6 million
from $1.5 million in 1997, an increase of 6% primarily due to increased
personnel. As a percentage of net sales, research and development expenses was
11% in 1998 and 1997.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses for the six months increased to $3.5 million from $2.9 million, an
increase of 22%, primarily due to increased sales personnel and increased sales
and marketing expenses. As a percentage of net sales, SG&A expenses were 24% in
1998 and 22% in 1997.

INCOME FROM OPERATIONS
Income from operations for the six months increased to $2.7 million from $2.1
million in 1997, an increase of $0.6 million primarily due to increased sales
and gross profit partially offset by increased operating expenses. As a
percentage of net sales, income from operations was 18% in 1998 and 16% in 1997.

OTHER INCOME, NET
Other income, net, which includes interest income, was $0.4 million in 1998 and
$0.3 million in 1997.

PROVISION FOR INCOME TAXES
The Company's provision for income taxes for the six months was $1.0 million in
1998 and $0.8 million for 1997. The effective tax rate decreased to 33% in 1998
and 35% in 1997 based on a review of expected tax rates for the current year.

NET INCOME
Net income for the six months increased to $2.0 million in 1998 from $1.5
million in 1997, an increase of 31%. As a percentage of net sales, net income
increased to 14% in 1998 from 12% in 1997, primarily as a result of increased
sales and gross profit partially offset by higher operating expenses.

                                       8

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $22.9 million at June 30, 1998, compared with
$18.8 million at December 31, 1997. Cash and cash equivalents and marketable
securities were $16.3 million at June 30, 1998, compared with $15.7 million at
December 31, 1997.

Net cash used in operating activities was $0.1 million for the six months ended
June 30, 1998, compared to $1.5 million provided by operating activities for the
six months ended June 30, 1997. During the first half of 1998 the Company's
increase in net income was offset by increases in inventories and prepaid
expenses. Inventories increased as the Company anticipated higher net sales
during the period and manufactured product to address its anticipated
requirements.

Net cash used in investing activities for the six months ended June 30, 1998 was
$0.9 million compared to $0.6 million for the six months ended June 30, 1997 and
represented purchases of marketable securities and property and equipment.

Net cash provided by financing activities was $1.2 million for the six months
ended June 30, 1998 and was due to funds received in connection with employee
stock option exercises. Net cash used in financing activities during 1997 was
$3.9 million and was used for repurchases of the Company's common stock.

As of June 30, 1998, the Company had no material commitments for capital
expenditures. Management believes that cash and cash equivalents and marketable
securities on hand together with funds generated from operations will be
adequate to meet the Company's working capital and capital expenditure needs for
at least the next 12 months.


YEAR 2000 COMPLIANCE
Until recently, many computer programs were written using two digits rather than
four digits to define the applicable year in the twentieth century. Such
software may recognize a date using "00" as the year 1900 rather than the year
2000. Utilizing both internal and external resources, the Company is in the
process of defining, assessing and converting, or replacing various programs,
hardware and instrumentation systems to make them Year 2000 compatible. The
Company's Year 2000 project is comprised of two components - business
applications and equipment. The business applications component consists of the
Company's business computer systems, as well as the computer systems of
third-party suppliers or customers, whose year 2000 problems could potentially
impact the Company. Equipment exposures consist of personal computers, system
servers and telephone equipment whose Year 2000 problems could also impact the
Company. The cost of the Year 2000 initiatives is not expected to be material to
the Company's results of operations, financial position or cash flows.
Implementation is expected to be completed before December 31, 1998.

                                       9

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    (a) On May 21, 1998, the Company held its Annual Meeting of the
        Shareholders.

    (b) Not required.

    (c) At the Annual Meeting, shareholders voted for the election of directors
        and the approval of an amendment to the Company's 1993 Stock Option Plan
        (the "Plan"). The amendment was to increase the number of shares of the
        Company's common stock reserved for issuance under the Plan from
        1,575,000 to 2,025,000.

        The shareholders elected all nominated directors in an uncontested
        election and also approved the amendment to the Plan by the following
        votes (prior to the effects of the three-for-two stock split):

<TABLE>
<CAPTION>

         DIRECTORS
         ---------
                                                   WITHHOLD
         NAME                          FOR          AUTHORITY       ABSTENTIONS    BROKER NON-VOTES
         ----                          ---          ---------       -----------    ----------------
<S>                                    <C>          <C>             <C>            <C>
         William A. Dambrackas         3,028,704    151,706              --              --

         Mark Kacer                    3,028,704    151,706              --              --

         Robert F. Williamson, Jr.     3,028,404    152,006              --              --
       
         James J. Felcyn, Jr.          3,028,104    152,306              --              --


         AMENDMENT TO 1993 STOCK OPTION PLAN
         -----------------------------------

                                      FOR          AGAINST         ABSTENTIONS    BROKER NON-VOTES
                                      ---          -------         -----------    ----------------

                                      1,185,639    851,196         18,514         1,125,061
</TABLE>

    (d)  Not applicable

                                       10

<PAGE>

ITEM 5. OTHER INFORMATION

FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is providing the following cautionary
statements identifying important factors that could cause the Company's actual
results to differ materially from those projected in any forward-looking
statements made by, or on behalf of, the Company.

The Company wishes to caution readers that the following important factors,
among others, in some cases have affected, and in the future could affect, the
Company's actual results and could cause the Company's consolidated results
throughout 1998 and beyond to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company.

GENERAL BUSINESS AND ECONOMIC CONDITIONS
General business and economic conditions have an impact on the Company's
financial results. The Company's customer base, which is largely distributors,
may be impacted by weak economic conditions and, as a result, may reduce
inventory levels of products purchased from the Company. Although the Company
does not consider its business to be highly seasonal, the historical quarterly
trends reflected over the last three years may, in fact, be adversely affected
by general economic conditions both domestically and abroad and may or may not
continue.

COMPETITION
The markets for the Company's products are intensely competitive. The Company's
products compete both with other technologies as well as similar products
manufactured by other companies, some of which have more extensive research and
development, manufacturing, marketing and product support capabilities as well
as greater financial and technological resources. The Company believes that its
ability to compete depends on a number of factors, including product quality and
reliability, performance, price, product delivery, service and support and name
recognition. There can be no assurance the Company will be able to continue to
compete successfully with respect to these factors.

PRODUCT SHORTAGES
The competitiveness of the industry requires that the Company fulfill many of
its orders within a very short time period (typically within one week after
receipt of order). Should the Company be unable to fulfill orders on a timely
basis due to inaccurate forecasting by the Company or shortages at its
suppliers, orders could be canceled and placed with a competitor.

Additionally, certain important components used in the Company's products
presently are available from one or a limited number of sources. Also, most of
the Company's product lines currently are manufactured for the Company by one
contractor per product line. The inability to obtain sufficient quantities of
limited source components, as required, or to develop alternative sources of
supply for components or alternative sources to manufacture its finished
products, could result in delays or reductions in product shipments which could
have a material adverse effect on the Company's business.

EXPOSURE TO NATURAL DISASTERS
The Company's headquarters facility, as well as certain of its turn-key
manufacturers, are located in areas prone to natural disasters, specifically
hurricanes. In August 1992, Hurricane Andrew caused extensive damage to the
Company's former headquarters facility and the majority of the Company's assets.
While the Company recovered quickly from that disaster, the Company believes
that its operating results and financial condition could be adversely affected
should another natural disaster strike its current facility, any of its turn-key
manufacturers, or any of its major customers.

TECHNOLOGICAL CHANGES
The market for the Company's products is characterized by continued and rapid
technological advances in both hardware and software development requiring
ongoing expenditures for research and development and the timely introduction of
new products. To remain competitive, the Company must respond effectively to
technological changes by continuing to enhance and improve its existing products
and by successfully developing and introducing new products. There can be no
assurance that the Company will be able to respond effectively to technological
changes or new product announcements or introductions by others.

                                       11
<PAGE>

PROPRIETARY RIGHTS
The Company relies primarily upon the technical expertise and creative skills of
its personnel, rather than patents and copyrights, to develop and maintain its
competitive position. However, there can be no assurance that competitors will
not develop products or technology that are equivalent or superior to those of
the Company or that the safeguards on which the Company relies will be adequate
to protect its interests. In addition, it is common in the computer industry for
companies to seek to assert claims for infringement of their patents or
proprietary rights. Although no such claims are pending against the Company,
there can be no assurance that these claims will not be made or that, if made,
any license that might be needed by the Company will be available on
commercially reasonable terms.

DISTRIBUTION AND OEM RISKS
The Company is dependent upon the continued viability and financial stability of
its distributors and OEM customers. (Two distributors and an OEM customer
collectively accounted for 43% of the Company's net sales during the first six
months of 1998. In all of these cases, the customers resold substantially all of
the Company's products to numerous unrelated third parties.) The loss or
ineffectiveness of these customers or other certain customers could have a
material adverse effect on the Company's operating results.

International distributor sales are denominated and transacted in U.S. dollars
and are subject to risks common to export activities, including governmental
regulation, trade barriers and fluctuating currency exchange rates (which
affects the competitiveness of U.S. products sold abroad). In addition, the
Company's international sales must be licensed by the Office of Export
Administration of the U.S. Department of Commerce. To date, the Company has not
experienced any difficulty in conducting export sales, including obtaining
necessary export licenses. There can be no assurance, however, that these or
other factors affecting international sales will not adversely affect the
Company's future operating results.

PRODUCT RETURNS, PRICE PROTECTION AND WARRANTIES
As is typical in the computer industry, the Company's distributors may be
entitled to return inventory to the Company for stock rotation purposes and
receive credit against other purchases on terms relating to price and volume
negotiated with the Company. In addition, if the Company reduces its prices, the
Company credits its distributors for the difference between the purchase price
of products remaining in their inventory and the Company's reduced price for
such products. The Company's 3-5 year limited warranty permits customers to
return any product for repair or replacement if the product does not perform as
warranted. There can be no assurance that product returns, price protection and
warranty claims will not have a material adverse effect on the Company's future
operating results. The Company seeks to continually introduce new and enhanced
products which could result in higher product returns and warranty claims due to
risks inherent in the introduction of such products.


DEPENDENCE ON KEY PERSONNEL
William A. Dambrackas, the Company's Founder, Chairman and Chief Executive
Officer, Robert F. Gintz, the Company's Vice President, Development, Mark Kacer,
the Company's Vice President, Finance and Administration, Thomas E. Garrett, the
Company's Vice President, Sales, and Robert S. Sowell, the Company's Vice
President, Technical Operations, have been primarily responsible for the
development and expansion of the Company's business, and the loss of the
services of one or more of these individuals could adversely affect the Company.
In addition, the Company believes that its future success will be dependent in
part on its continued ability to recruit, motivate and retain qualified
personnel. There can be no assurance that the Company will be successful in this
regard.

MARKET RISK
Management believes the Company's exposure to the impact of interest rate
changes, foreign currency fluctuations and changes in the market value of its
investments is minimal, as the Company does not use any derivative financial
instruments. The Company is also debt-free, transacts all business in U.S.
dollars and utilizes short-term investments which consist of investment grade
corporate obligations, U.S. Treasury obligations and tax-exempt borrowings.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit 27 - Financial Data Schedule (EDGAR filing only)

(b) During the three months ended June 30, 1998 the Company did not file any
    reports on Form 8-K.

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<PAGE>

                                    SIGNATURE


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 thereunto duly authorized.



                                 EQUINOX SYSTEMS INC.



                                 /s/ MARK KACER
                                 ---------------------------------------
                                     MARK KACER, Chief Financial Officer
                                     (Principal Financial Officer)


DATE:  August 12, 1998


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