EQUITEX, INC.
May 24, 2006
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, DC 20549
Re: Withdrawal of Registration Statement on Form S-3 Pursuant to Rule 477
To Whom It May Concern:
Please be advised that, today, Equitex, Inc. is withdrawing its filing on Form S-3, made on April 28, 2005 (File No. 333-124432). That registration statement has not been declared effective, and no securities were sold in connection with the offering contemplated in that registration statement. Equitex may undertake a subsequent offering in reliance on Securities Act Rule 155(c). If the Commission has any questions, please contact the undersigned at (303) 796-8940.
Very truly
/s/ Thomas B. Olson
Thomas B. Olson
Corporate Secretary
