<PAGE>
	As filed with the Securities and Exchange Commission
                       on ________________________
               File No.    _______________________

_________________________________________________________________

                  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)(ZipCode)

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

	Ronald 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       Aggregate    Amount of         
 to be        to be       Price          Offering     Registration
Registered    Registered  Per Share      Price        Fee         
Common Stock  20,000      $1.00(1)       $20,000      $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, 
1996, 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 
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.
                                   -2-
<PAGE>

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 Independent Public Accountants

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.
                                    -3-
<PAGE>

	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 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.
                                  -4-
<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 15th day of January, 1997.

						VERTEX INDUSTRIES, INC.


						BY:  /S RONALD C. BYER              
						   RONALD C. 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   January 15, 1997
James Q. Maloy			and Director


/S RONALD C. BYER     	President, Chief        January 15, 1997
Ronald C. Byer          Executive Officer        
                        and Director


/S GEORGE POWCH          Director               January 15, 1997
George Powch


/S IRWIN DORROS          Director               January 15, 1997
Irwin Dorros	


/S WILBUR HIGHLEYMAN     Director               January 15, 1997
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 Independent Public Accountants   12

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

                                 -7-
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11482}]
{"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": "333-20229", "film-number": "97509497"}, "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.    _______________________

_________________________________________________________________

                  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)(ZipCode)

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

	Ronald 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       Aggregate    Amount of         
 to be        to be       Price          Offering     Registration
Registered    Registered  Per Share      Price        Fee         
Common Stock  20,000      $1.00(1)       $20,000      $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, 
1996, 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 
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.
                                   -2-
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 Independent Public Accountants

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.
                                    -3-
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 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.
                                  -4-
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 15th day of January, 1997.

						VERTEX INDUSTRIES, INC.

						BY:  /S RONALD C. BYER              
						   RONALD C. 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   January 15, 1997
James Q. Maloy			and Director

/S RONALD C. BYER     	President, Chief        January 15, 1997
Ronald C. Byer          Executive Officer        
                        and Director

/S GEORGE POWCH          Director               January 15, 1997
George Powch

/S IRWIN DORROS          Director               January 15, 1997
Irwin Dorros	

/S WILBUR HIGHLEYMAN     Director               January 15, 1997
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 Independent Public Accountants   12

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

                                 -7-