<PAGE>
          This is a confirming copy of the S-8 form previously filed 
                      with the S.E.C. on January 3, 1996
              As filed with the Securities and Exchange Commission
                            on ________________________
                   File No. 33-________________________
  ________________________________________________________________________
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                   
                                      FORM S-8
                              Registration Statement
                                      Under the 
                              Securities Act of 1933
                                   
                              VERTEX INDUSTRIES, INC.
            (Exact Name of Registrant as Specified in its Charter)
                                   
           State of New Jersey                              22-2050350
       (State or Other Jurisdiction                   (IRS Employer ID No.)
     of Incorporation or Organization)
  
                  23 Carol Street, Clifton, New Jersey 07014-0096     
                 (Address of Principal Executive Offices)(Zip Code)
                 
                     Termination Agreement with CARLO PASTORE  

            Ron C. Byer, 23 Carol Street, Clifton, New Jersey 07014-0096
                                  (201) 777-3500
   
 If any of the securities being registered on this Form are to be offered on a 
 delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
 1933, other than securities offered only in connection with dividend or 
 interest reinvestment plans, check the following line:  X
  
                          CALCULATION OF REGISTRATION FEE
  
                               Proposed       Proposed           
  Title of                     Maximum        Maximum            
  Securities     Amount        Offering      Aggregrate        Amount of     
  to be          to be          Price         Offering       Registration   
  Registered   Registered     Per share         Price            Fee   
  Common Stock   35,000        1.25(1)        $43,750          $100.00   
  (1) Calculated pursuant to Rule 457(h).
  
  Page 1 of 12 pages contained in the sequential numbering system.
          The Exhibit Index may be found on Page 7 of the 
                    sequential numbering system.                        
  
  
<PAGE>  
  
   ITEM 3.     Incorporation of Certain Documents by Reference.
  
  The following documents are incorporated by reference into the Registration
  Statement:
  
  The Company's Annual Report on Form 10-K for the year ended July 31, 1995, 
  and all other reports filed pursuant to section 13(a) or 15(d) since the end 
  of the year covered by above annual report.
  
  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
  15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the 
  date hereof and prior to the filing of a post-effective amendment which 
  indicates that all securities offered hereby have been sold or which 
  de-registers all securities covered hereby remaining unsold shall be deemed 
  to be to be incorporated by reference herein and to be a part hereof from 
  the date of filing of such documents, except as to any portion of any future 
  Annual or Quarterly Report to Stockholders which is deemed to be modified or 
  superseded for purposes of this Registration Statement to the extent that
  such statement is replaced or modified by a statement contained in a 
  subsequently dated document incorporated by reference or contained in this 
  Registration Statement.
  
  The description of the Company's common stock which is contained in the 
  Company's Registration Statement filed under Section 12 of the Securities 
  Exchange Act of 1934, including any amendments or reports filed for the 
  purpose of updating such description.
  
  ITEM 4. Description of Securities.
  
  Securities are registered under Section 12 of the Exchange Act.
  
  ITEM 5. Interest of Named Experts and Counsel.
  
  The validity of the issuance of the securities registered pursuant to 
  this Registration Statement is being passed upon for the Company by 
  Jeffrey D. Marks, Esq., P.C., P.O. Box 1896, 30 Howe Avenue, Suite 202, 
  Passaic, New Jersey 07055.
  
  ITEM 6. Indemnification of Directors and Officers.
  
  Section 14A:3-5 of the Business Corporation Act of New Jersey (the  Act ) 
  provides that a corporation may indemnify a director or officer of the 
  corporation and to purchase and maintain liability insurance for those 
  persons as, and to the extent permitted by Section 14A:3-5 of the Act.
  
  The Company's Certificate of Incorporation limits directors' liability 
  for monetary damages for breaches of their duties of care owed the 
  Company to the fullest extent permitted by New Jersey law.
  
  ITEM  7.     Exemption from Registration Claimed.
  
  Does not apply.
  
<PAGE>  
  ITEM  8.     Exhibits.
  
  5.1     Opinion of Jeffrey D. Marks, Esq. regarding the legality of the 
          securities being offered hereby.

  24.1    Consent of Sax, Macy, Fromm & Co., P.C.
  
  24.2    Consent of Jeffrey D. Marks, Esq. (contained in Exhibit 5.1)
  
  ITEM 9. Undertakings.
  
  The undersigned hereby undertakes:
  
     (1)(a)    To file, during any period in which offers or sales are 
     being made, a post-effective amendment to this Registration Statement;

                (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
  
               (ii)  To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the Registration 
Statement;
  
               (iii)   To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement 
or any material change to such information in the Registration Statement;
  
      Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)  do not 
apply if the Registration Statement is on Form S-3 or Form S-8 and the 
information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the Registrant 
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 
1934 that are incorporated by reference in the Registration Statement.
  
      (b)   That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new Registration Statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial benefit offering thereof.
  
      (2)   To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the Plan.
  
      (3)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act pursuant to Section 13(a) 
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, 
each filing of an employee benefit plan s annual report pursuant to Section 
15(d) of the Securities Exchange Act of 1934) that is incorporated by 
reference in the Registration Statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to 
be the initial benefit offering thereof.
  
<PAGE>     
     (4)   The undersigned registrant hereby undertakes to deliver or cause 
to be delivered with the prospectus, to each person to whom the prospectus 
is sent or given, the latest annual report to security holders that is 
incorporated by reference in the prospectus and furnished pursuant to and 
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities 
Exchange Act of 1934; and, where interim financial information required to 
be presented by Article 3 of Regulation S-X are not set forth in the 
prospectus, to deliver, or cause to be delivered to each person to whom 
the prospectus is sent or given, the latest quarterly report that is 
specifically incorporated by reference in the prospectus to provide such 
interim financial information.
  
     (5)   Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other 
than the payment by the registrant of expenses incurred or paid by a 
director, officer or controlling person of the registrant in the 
successful defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the securities 
being registered, the registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a court 
of appropriate jurisdiction the question whether such indemnification by 
it is against public policy as expressed in the Act and will be governed 
by the final adjudication of such issue.
<PAGE>  
                                    SIGNATURES
                                  
Pursuant to the requirement of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all the 
requirements for filing a Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned thereunto duly 
authorized, in the City of Clifton, State of New Jersey, on the 14th 
day of November, 1995.
  
Vertex Industries, Inc.
  
BY:  S/Ronald C. Byer
   Ronald Byer, President
  
Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed below by the following persons in the capacities 
and on the dates indicated.
 
  
  Signature                   Title                    Date
  
S/James Q. Maloy        Chairman of the Board,     November 27, 1995
  James Q. Maloy        and Director
  
S/Ronald C. Byer        President, Chief           November 14, 1995
  Ronald C. Byer        Executive Officer, 
                            and Director
  
S/G.A. Powch            Director                    December 12, 1995
  George Powch
  

S/Irwin Dorros          Director                    November 16, 1995
  Irwin Dorros
  

S/W. H. Highleyman      Director                    November 22, 1995
  Wilbur Highleyman 
  
  
<PAGE>  
  
                  SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                                  
                                  
                                   
                      ________________________
                                  
                              EXHIBITS
                                  
                                 TO
                                  
                              FORM S-8
                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933
                                  
                      ________________________
                                  
                                  
                       VERTEX INDUSTRIES, INC.
                                  
                                             
  
 
  
  EXHIBIT INDEX
                  
                             
  Exhibit                                                  Sequentially
  Number                                                   Numbered Page
  
  5.1          Opinion of Jeffrey D. Marks, Esq.,
               regarding the legality of the 
               securities being offered hereby.                  9
  
  24.1         Consent of Sax, Macy, Fromm and Co.,
               P.C.                                             12
  
  24.2         Consent of Jeffrey D. Marks, Esq.
               (contained in Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12529}]
{"company-data": {"conformed-name": "VERTEX INDUSTRIES INC", "cik": "0000779681", "assigned-sic": "3590", "irs-number": "222050350", "state-of-incorporation": "NJ", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00032", "film-number": "00000000"}, "business-address": {"street1": "23 CAROL ST", "city": "CLIFTON", "state": "NJ", "zip": "07014", "phone": "2017773500"}, "mail-address": {"street1": "23 CAROL STREET", "city": "CLIFTON", "state": "NJ", "zip": "07014-0996"}}
This is a confirming copy of the S-8 form previously filed 
                      with the S.E.C. on January 3, 1996
              As filed with the Securities and Exchange Commission
                            on ________________________
                   File No. 33-________________________
  ________________________________________________________________________
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                   
                                      FORM S-8
                              Registration Statement
                                      Under the 
                              Securities Act of 1933
                                   
                              VERTEX INDUSTRIES, INC.
            (Exact Name of Registrant as Specified in its Charter)
                                   
           State of New Jersey                              22-2050350
       (State or Other Jurisdiction                   (IRS Employer ID No.)
     of Incorporation or Organization)
  
                  23 Carol Street, Clifton, New Jersey 07014-0096     
                 (Address of Principal Executive Offices)(Zip Code)
                 
                     Termination Agreement with CARLO PASTORE  

            Ron C. Byer, 23 Carol Street, Clifton, New Jersey 07014-0096
                                  (201) 777-3500
   
 If any of the securities being registered on this Form are to be offered on a 
 delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
 1933, other than securities offered only in connection with dividend or 
 interest reinvestment plans, check the following line:  X
  
                          CALCULATION OF REGISTRATION FEE
  
                               Proposed       Proposed           
  Title of                     Maximum        Maximum            
  Securities     Amount        Offering      Aggregrate        Amount of     
  to be          to be          Price         Offering       Registration   
  Registered   Registered     Per share         Price            Fee   
  Common Stock   35,000        1.25(1)        $43,750          $100.00   
  (1) Calculated pursuant to Rule 457(h).
  
  Page 1 of 12 pages contained in the sequential numbering system.
          The Exhibit Index may be found on Page 7 of the 
                    sequential numbering system.
ITEM 3.     Incorporation of Certain Documents by Reference.
  
  The following documents are incorporated by reference into the Registration
  Statement:
  
  The Company's Annual Report on Form 10-K for the year ended July 31, 1995, 
  and all other reports filed pursuant to section 13(a) or 15(d) since the end 
  of the year covered by above annual report.
  
  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
  15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the 
  date hereof and prior to the filing of a post-effective amendment which 
  indicates that all securities offered hereby have been sold or which 
  de-registers all securities covered hereby remaining unsold shall be deemed 
  to be to be incorporated by reference herein and to be a part hereof from 
  the date of filing of such documents, except as to any portion of any future 
  Annual or Quarterly Report to Stockholders which is deemed to be modified or 
  superseded for purposes of this Registration Statement to the extent that
  such statement is replaced or modified by a statement contained in a 
  subsequently dated document incorporated by reference or contained in this 
  Registration Statement.
  
  The description of the Company's common stock which is contained in the 
  Company's Registration Statement filed under Section 12 of the Securities 
  Exchange Act of 1934, including any amendments or reports filed for the 
  purpose of updating such description.
  
  ITEM 4. Description of Securities.
  
  Securities are registered under Section 12 of the Exchange Act.
  
  ITEM 5. Interest of Named Experts and Counsel.
  
  The validity of the issuance of the securities registered pursuant to 
  this Registration Statement is being passed upon for the Company by 
  Jeffrey D. Marks, Esq., P.C., P.O. Box 1896, 30 Howe Avenue, Suite 202, 
  Passaic, New Jersey 07055.
  
  ITEM 6. Indemnification of Directors and Officers.
  
  Section 14A:3-5 of the Business Corporation Act of New Jersey (the  Act ) 
  provides that a corporation may indemnify a director or officer of the 
  corporation and to purchase and maintain liability insurance for those 
  persons as, and to the extent permitted by Section 14A:3-5 of the Act.
  
  The Company's Certificate of Incorporation limits directors' liability 
  for monetary damages for breaches of their duties of care owed the 
  Company to the fullest extent permitted by New Jersey law.
  
  ITEM  7.     Exemption from Registration Claimed.
  
  Does not apply.
ITEM  8.     Exhibits.
  
  5.1     Opinion of Jeffrey D. Marks, Esq. regarding the legality of the 
          securities being offered hereby.

  24.1    Consent of Sax, Macy, Fromm & Co., P.C.
  
  24.2    Consent of Jeffrey D. Marks, Esq. (contained in Exhibit 5.1)
  
  ITEM 9. Undertakings.
  
  The undersigned hereby undertakes:
  
     (1)(a)    To file, during any period in which offers or sales are 
     being made, a post-effective amendment to this Registration Statement;

                (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
  
               (ii)  To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the Registration 
Statement;
  
               (iii)   To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement 
or any material change to such information in the Registration Statement;
  
      Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)  do not 
apply if the Registration Statement is on Form S-3 or Form S-8 and the 
information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the Registrant 
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 
1934 that are incorporated by reference in the Registration Statement.
  
      (b)   That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new Registration Statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial benefit offering thereof.
  
      (2)   To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the Plan.
  
      (3)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act pursuant to Section 13(a) 
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, 
each filing of an employee benefit plan s annual report pursuant to Section 
15(d) of the Securities Exchange Act of 1934) that is incorporated by 
reference in the Registration Statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed to 
be the initial benefit offering thereof.
(4)   The undersigned registrant hereby undertakes to deliver or cause 
to be delivered with the prospectus, to each person to whom the prospectus 
is sent or given, the latest annual report to security holders that is 
incorporated by reference in the prospectus and furnished pursuant to and 
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities 
Exchange Act of 1934; and, where interim financial information required to 
be presented by Article 3 of Regulation S-X are not set forth in the 
prospectus, to deliver, or cause to be delivered to each person to whom 
the prospectus is sent or given, the latest quarterly report that is 
specifically incorporated by reference in the prospectus to provide such 
interim financial information.
  
     (5)   Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other 
than the payment by the registrant of expenses incurred or paid by a 
director, officer or controlling person of the registrant in the 
successful defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the securities 
being registered, the registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a court 
of appropriate jurisdiction the question whether such indemnification by 
it is against public policy as expressed in the Act and will be governed 
by the final adjudication of such issue.
SIGNATURES
                                  
Pursuant to the requirement of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all the 
requirements for filing a Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned thereunto duly 
authorized, in the City of Clifton, State of New Jersey, on the 14th 
day of November, 1995.
  
Vertex Industries, Inc.
  
BY:  S/Ronald C. Byer
   Ronald Byer, President
  
Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed below by the following persons in the capacities 
and on the dates indicated.
 
  
  Signature                   Title                    Date
  
S/James Q. Maloy        Chairman of the Board,     November 27, 1995
  James Q. Maloy        and Director
  
S/Ronald C. Byer        President, Chief           November 14, 1995
  Ronald C. Byer        Executive Officer, 
                            and Director
  
S/G.A. Powch            Director                    December 12, 1995
  George Powch
  

S/Irwin Dorros          Director                    November 16, 1995
  Irwin Dorros
  

S/W. H. Highleyman      Director                    November 22, 1995
  Wilbur Highleyman
SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                                  
                                  
                                   
                      ________________________
                                  
                              EXHIBITS
                                  
                                 TO
                                  
                              FORM S-8
                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933
                                  
                      ________________________
                                  
                                  
                       VERTEX INDUSTRIES, INC.
                                  
                                             
  
 
  
  EXHIBIT INDEX
                  
                             
  Exhibit                                                  Sequentially
  Number                                                   Numbered Page
  
  5.1          Opinion of Jeffrey D. Marks, Esq.,
               regarding the legality of the 
               securities being offered hereby.                  9
  
  24.1         Consent of Sax, Macy, Fromm and Co.,
               P.C.                                             12
  
  24.2         Consent of Jeffrey D. Marks, Esq.
               (contained in Exhibit 5.1)