<PAGE>

             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 07014-0996
               (Address of Principal Executive Offices) (Zip Code)

        Retainer Agreement with the Law Offices of Jeffrey D. Marks, Esq.

        Ronald C. Byer, 23 Carol Street, Clifton, New Jersey 07014-0096
                               (973) 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       Aggregate    Amount of    
to be         to be        Price          Offering     Registration
Registered    Registered   Per Share      Price        Fee          
---------------------------------------------------------------------
Common Stock  20,000       $.375(1)       $7,500       $100.00
---------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h).

Page 1 of 12 contained in the sequential numbering system.
The Exhibit Index may be found on Page  7  of the sequential 
numbering system.
 
                                       1
<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, 1997,
and all other reports filed pursuant to section 13(a) or 15(d) since the
end of the year covered by the 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 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 
suspended 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 the Law Offices
of Jeffrey D. Marks, Esq., P.C., 415 Clifton Avenue, Clifton, New Jersey, 07015.

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.
                                       2
<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 Arthur Andersen, L.L.P.

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 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
                                      3
<PAGE>
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 the 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 24th day of June, 1998.

                                 VERTEX INDUSTRIES, INC.

                                 BY:  s/Ronald C. Byer                      
                                 RONALD C. BYER, PRESIDENT
                                       4
<PAGE>
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    June 24, 1998
James Q. Maloy        and Director


s/Ronald C. Byer      President, Chief         June 24, 1998          
Ronald C. Byer        Executive Officer        
                      and Director


s/George Powch        Director                 July  7, 1998          
George Powch


s/Irwin Dorros        Director                 June 24, 1998          
Irwin Dorros	


s/W.H. Highleyman     Director                 June 24, 1998          
Wilbur Highleyman
                                       5
<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.

                                       6

<PAGE>
                              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 Arthur Andersen, L.L.P.              12

242.		Consent of Jeffrey D. Marks, Esq.
		(contained in Exhibit 5.1)			

                                       7

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11939}]
{"company-data": {"conformed-name": "VERTEX INDUSTRIES INC", "cik": "0000779681", "assigned-sic": "3577", "irs-number": "222050350", "state-of-incorporation": "NJ", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58841", "film-number": "98663974"}, "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"}}
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 07014-0996
               (Address of Principal Executive Offices) (Zip Code)

        Retainer Agreement with the Law Offices of Jeffrey D. Marks, Esq.

        Ronald C. Byer, 23 Carol Street, Clifton, New Jersey 07014-0096
                               (973) 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       Aggregate    Amount of    
to be         to be        Price          Offering     Registration
Registered    Registered   Per Share      Price        Fee          
---------------------------------------------------------------------
Common Stock  20,000       $.375(1)       $7,500       $100.00
---------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h).

Page 1 of 12 contained in the sequential numbering system.
The Exhibit Index may be found on Page  7  of the sequential 
numbering system.
 
                                       1
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, 1997,
and all other reports filed pursuant to section 13(a) or 15(d) since the
end of the year covered by the 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 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 
suspended 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 the Law Offices
of Jeffrey D. Marks, Esq., P.C., 415 Clifton Avenue, Clifton, New Jersey, 07015.

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.
                                       2
ITEM 8.	Exhibits.

5.1		Opinion of Jeffrey D. Marks, Esq., regarding the 
                legality of the securities being offered hereby.

24.1            Consent of Arthur Andersen, L.L.P.

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 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
                                      3
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 the 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 24th day of June, 1998.

                                 VERTEX INDUSTRIES, INC.

                                 BY:  s/Ronald C. Byer                      
                                 RONALD C. BYER, PRESIDENT
                                       4
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    June 24, 1998
James Q. Maloy        and Director

s/Ronald C. Byer      President, Chief         June 24, 1998          
Ronald C. Byer        Executive Officer        
                      and Director

s/George Powch        Director                 July  7, 1998          
George Powch

s/Irwin Dorros        Director                 June 24, 1998          
Irwin Dorros	

s/W.H. Highleyman     Director                 June 24, 1998          
Wilbur Highleyman
                                       5
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                       ___________________________

                                  EXHIBITS

                                     TO

                                  FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                        __________________________

                        VERTEX INDUSTRIES, INC.

                                       6
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 Arthur Andersen, L.L.P.              12

242.		Consent of Jeffrey D. Marks, Esq.
		(contained in Exhibit 5.1)			

                                       7