VERTEX INDUSTRIES INC
10-Q, 1999-03-15
COMPUTER PERIPHERAL EQUIPMENT, NEC
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<PAGE>

                          UNITED STATES
               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 quarter ended January 31, 1999
                                
                 Commission file Number 0-15066
                                
                     Vertex Industries, Inc.
     (Exact name of registrant as specified in its charter)
                                
         New Jersey                       22-2050350
(State of Incorporation)     (I.R.S. Employer Identification No.)
                                
                                
             23 Carol Street Clifton, New Jersey    07014
     (Address of Principal Executive Offices)    (Zip Code)
                                
         Registrant's Telephone Number:  (973) 777-3500
                                
Indicated 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         No  ______
                                
Common stock, par value $.005 per share: 5,186,979 shares
outstanding as of March 15, 1999.

                                -1-
<PAGE>
                     VERTEX INDUSTRIES, INC.
                                
                            FORM 10-Q
                                
                        January 31, 1999
                                
                            I N D E X
                                
                                                        PAGE

Part I.  Financial Information

         Item 1.  Financial Statements
         Balance Sheets-
         January 31, 1999 and July 31, 1998. . . . . .  . 3

         Statements of Operations
         three and six months ended January 31, 1999
         and 1998 . . . . . . . . . . . . . . . . . . . . 5

         Statements of Changes in
         Stockholders' Equity - for the year ended
         July 31, 1998 and six months ended
         January 31, 1999. . . . . . . . . . . . . . . . .6

         Statements of Cash Flows - six months
         ended January 31, 1999 and 1998 . . . . . . . . .7

         Notes to Consolidated Financial Statements. . . .8

         Item 2.  Management's Discussion and Analysis
         of Consolidated Financial Condition and
         Results of Operations . . . . . . . . . . . . . 10

Part II - Other Information

        Item 6. Exhibits and Reports on form 8 - K .  . 16

         Signatures . . . . . . . . . . . . . . . . . . 17


                                2

<PAGE>
<TABLE>
PART I FINANCIAL INFORMATION				
ITEM 1. FINANCIAL STATEMENTS				

                     VERTEX INDUSTRIES, INC.                       
                          BALANCE SHEETS                   
                             ASSETS                   
<CAPTION>
                                                January 31, 1999   July 31, 1998
                                                   (Unaudited)        
<S>                                              <C>               <C>
CURRENT ASSETS:				
     Cash and Cash Equivalents                     $1,008,191        $631,362
         Accounts Receivable, Less Allowance
        for Doubtful Accounts of $70,785 and                   
        $75,985 at January 31, 1999 and                        
        July 31, 1998                               1,866,547         837,399
     Notes and other receivables, net                  63,405          67,344
     Inventories                                      405,287         464,389
     Investment Securities                            169,688         452,502
     Prepaid Expenses and				
       other current assets                            38,369          21,348
                                                   -----------     -----------
         Total Current Assets                       3,551,487       2,474,344
                                                   -----------     -----------
PROPERTY, EQUIPMENT,
           AND CAPITAL LEASES:
     Property and Equipment                         1,877,175       1,799,526
     Capital Leases                                   141,757         141,757
                                                   -----------     -----------
        Total Property, Equipment and                  
            Capital Leases                          2,018,932       1,941,283
     Less:    Accumulated Depreciation and				
                 Amortization                      (1,701,104)     (1,653,962)
                                                   -----------     ------------ 
    Net Property, Equipment                    
      and Capital Leases                              317,828         287,321 
                                                   -----------     ------------
OTHER ASSETS:				
     Deferred tax asset                               119,000         400,000
     Other Assets                                      81,432          66,401
                                                   -----------     ------------
         Total Other Assets                           200,432         466,401 
                                                   -----------     ------------
     Total Assets                                  $4,069,747      $3,228,066
                                                  ============     ============
<FN>                         
See notes to financial statements.				
</TABLE>                         
				
                                        3                
<PAGE>
<TABLE>
                            VERTEX INDUSTRIES, INC.
                                 BALANCE SHEETS                   
                     LIABILITIES AND STOCKHOLDERS' EQUITY                     
<CAPTION>
                                             January 31, 1999    July 31, 1998
                                                (Unaudited)        
<S>                                            <C>                   <C>
CURRENT LIABILITIES:				
     Current portion of obligations				
         under capital leases                     $5,947                5,641
     Accounts payable                            891,966              273,726 
     Accrued Expenses and Other Liabilities      267,246              257,094
     Deferred Revenue                            391,707              343,612
                                               ----------           ----------
          Total Current Liabilities            1,556,866              880,073 
                                               ----------           ----------
LONG-TERM LIABILITIES:				
      Obligations Under Capital Leases,                         
     Net of Current Portion                        8,372               11,424
                                               ----------           -----------
          Total Long-Term Liabilities              8,372               11,424
                                               ----------           -----------
				
          Total Liabilities                    1,565,238              891,497
                                               ----------           -----------
COMMITMENTS AND CONTINGENCIES				
				
STOCKHOLDERS' EQUITY:				
      Preferred Stock, par value $.01                   
      per share 2,000,000 shares                        
          authorized; none issued				
          and outstanding                           --                     --
      Common Stock, par value $.005                     
           per share, authorized 20,000,000                     
           shares; issued 5,196,979 and                         
           5,156,979 shares at January 31, 1999                        
           and July 31,1998 respectively          25,985               25,785
     				
     Additional paid-in capital                5,253,393            5,223,293 
     Accumulated Deficit                      (2,875,948)          (3,296,401)
     Accumulated other comprehensive income      146,248              429,061
                                              ----------           -----------
                                               2,549,678            2,381,738
      Less:  Treasury stock, 10,000                     
               shares at cost                    (45,169)             (45,169)
                                              ----------           -----------
        Total Stockholders' Equity             2,504,509            2,336,569 
                                              ----------           -----------
        Total Liabilities and				
          Stockholders' Equity                $4,069,747           $3,228,066
                                             ===========           ===========
<FN>
See notes to financial statements.				
</TABLE>
                                    4                        
<PAGE>
<TABLE>
                          VERTEX INDUSTRIES, INC.                       
                         STATEMENTS OF OPERATIONS                      
                                (Unaudited)                                   
<CAPTION>
                                          Three Months Ended Jan. 31     Six Months Ended Jan. 31
                                            1999            1998         1999            1998

<S>                                     <C>             <C>          <C>             <C>
OPERATING REVENUES                        $2,311,510      $885,212     $5,004,480      $1,538,205  
								
COST OF SALES                              1,414,115       449,540      3,164,983         843,434  
                                          ----------      ---------    ----------      ----------             
GROSS PROFIT                                 897,395       435,672      1,839,497         694,771  
                                          ----------      ---------    ----------      ----------         
OPERATING EXPENSES:								
          Selling and Administrative         438,741       365,042        832,135         775,074  
          Research and Development           166,034       100,564        325,578         222,927
                                          ----------      ---------    -----------     ----------
     Total Operating Expenses                604,775       465,606      1,157,713         998,001  
                                          ----------      ---------    -----------     -----------          
OPERATING INCOME (LOSS)                      292,620       (29,934)       681,784        (303,230) 
                                          ----------      ---------    -----------     -----------               
								
OTHER INCOME AND (EXPENSES):								
          Interest Income                     19,156         6,883         24,793          13,545  
          Interest Expense                    (3,109)         (673)        (4,599)         (1,702)
                                          -----------     ----------   -----------     -----------
          Net Other Income                    16,047         6,210         20,194          11,843  
                                          -----------     ----------   -----------     -----------          
     Income (Loss) Before Income Taxes       308,667       (23,724)       701,978        (291,387) 
                                          -----------     ----------   -----------     -----------                  
     Income Tax Provision                    124,200           --         281,525             --
                                          -----------     ----------   -----------     -----------               
Net Income (loss)                           $184,467      ($23,724)      $420,453       ($291,387) 
                                          ===========     ==========   ===========     ===========                
Net Income (loss) per share of 								
Common Stock								
                   Basic                        $.04          $.00           $.08           ($.06)
                   Diluted                      $.03          $.00           $.07           ($.06)
								
Weighted Average Number of								
Shares Outstanding								
                   Basic                   5,170,838     5,134,618      5,163,908       5,131,384  
                   Diluted                 5,779,211     5,134,618      5,778,762       5,131,384  


<FN>
See notes to financial statements.								
</TABLE>
                                      5                                
<PAGE>
<TABLE>
                          VERTEX INDUSTRIES, INC.                                                                         
               STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                                             
<CAPTION>                                                                                       Accumulated
                                                     Additional                                    Other
                                 Common Stock         Paid-In      Accumulated  Comprehensive  Comprehensive Treasury         
                             Shares      Amount       Capital        Deficit       Income         Income       Stock      Total
                             ------------------    ----------     ------------   -----------   ------------ ----------- ----------
                             <S>      <C>        <C>            <C>              <C>           <C>        <C>        <C>
BALANCE July 31, 1997        5,137,979  $25,690    $5,201,138     ($3,344,847)          $0           $0    ($50,569)   $1,831,412
                                                                                                      
Issuance of stock in
consideration of services       19,000       95        22,155                                                              22,250
														
Other comprehensive income,
net of tax
														
     Net income                                                        48,446       48,466                                 48,446
														
     Unrealized gain on											
     investment securities                                                         429,061      429,061                   429,061
                                                                                  ----------
Comprehensive income                                                               477,507
                                                                                 ===========
Decrease in treasury stock                                                                            0       5,400         5,400
                             ---------  -------    ----------     -----------                  ---------   ---------    ----------
BALANCE July 31, 1998        5,156,979  $25,785    $5,223,293     ($3,296,401)                 $429,061    ($45,169)   $2,336,569

Six months ended January 31,                                                           
1999 (Unaudited)                                                                                
				
Exercise of stock options       40,000      200        30,000                                                              30,300
Other comprehensive
income, net of tax
     Net income for the six
     months ended January                                                                                                    
     31, 1999                                                         420,453      420,453                                420,453
											
     Unrealized loss on														
     investment securities                                                        (282,813)     (282,813)                (282,813)
                                                                                  ---------                   
Comprehensive income                                                               137,640                                       
                             ---------  -------    ----------     ------------    =========     --------   ---------   ---------- 
BALANCE January 31, 1999     5,196,979  $25,985    $5,253,393     ($2,875,948)                  $146,248   ($45,169)   $2,504,509 
                             =========  ========   ==========     ============                  ========   ========    ==========
<FN>
See notes to financial statements.
</TABLE>
                                                6
<PAGE>
<TABLE>
                            VERTEX INDUSTRIES, INC.                
                           STATEMENTS OF CASH FLOWS                 
                                   (UNAUDITED)              
<CAPTION>
                                                          Six Months Ended         
                                                January 31, 1999     January 31, 1998
<S>                                             <C>                 <C>
Cash Flows from Operating Activities:			
    Net Income                                       $420,453           ($291,387) 
       Adjustments to reconcile net income to			
       net cash (used for) provided by 			
       operating activities:			
               Depreciation and amortization           47,143              85,349  
               Deferred taxes                         281,000                  --
      (Increase) or decrease in operating			
       assets:			
               Accounts receivable, net            (1,029,148)           (173,150) 
               Inventories                             59,102             107,622  
               Notes and other receivables              3,939              15,550  
               Prepaid expenses and other			
               current assets                         (17,021)             12,326  
       Increase or (decrease) in operating			
       liabilities:			
               Accounts payable                       618,240              48,067  
               Deferred revenue                        48,095              65,773  
               Accrued expenses and other liabilities  10,152              33,663  
                                                    ----------           ---------
    Net adjustments to reconcile net income to			
    net cash provided by (used for) 			
    operating activities                               21,502             203,950
                                                    ----------           ---------
    Net cash provided by (used for) 			
    operating activities                              441,955             (87,437) 
                                                    ----------           ----------
Cash Flows from Investing Activities:			
   (Increase) decrease)additions to property			
     and equipment                                    (77,649)            (20,509) 
   (Increase) decrease in other assets                (15,031)               (238)
                                                    -----------          ---------- 
    Net cash used for investing activities            (92,680)            (20,747) 
                                                    -----------          ----------
Cash Flows from Financing Activities:			
    Payment of long term debt or leave                     --              (1,400) 
    Payment of capitalized lease obligations           (2,746)            (10,372) 
    Proceeds from issuance of common stock             30,300                  --
                                                    -----------          ----------
    Net cash provided by (used for) 			
    financing activities                               27,554             (11,772)  
                                                   -------------         ----------
Net Increase in Cash                                  376,829            (119,956)  
Cash and Cash Equivalents at Beginning of Year        631,362             608,553   
                                                  --------------         ----------
Cash and Cash Equivalents at End of Period          1,008,191            $488,597   
                                                 ===============         ==========
<FN>
See notes to the financial statements.
</TABLE>                         
                                     7                        
<PAGE>
                       VERTEX INDUSTRIES, INC.
                    NOTES TO FINANCIAL STATEMENTS

1.   Basis of Presentation

     The  accompanying unaudited financial statements  have  been
     prepared in accordance with the instructions for Form  10-Q,
     and  therefore, do not include all information and footnotes
     necessary  for  a  fair presentation of financial  position,
     results  of  operations and cash flows  in  conformity  with
     generally accepted accounting principles.  Reference  should
     be  made  to  the annual financial statements including  the
     footnotes  thereto, included in the Vertex Industries,  Inc.
     (the  "Company")  Annual Report on Form 10-K  for  the  year
     ended  July  31,  1998.  In the opinion of  management,  the
     accompanying unaudited interim financial statements  contain
     all  material  adjustments, consisting of  normal  recurring
     accruals,   necessary  to  present  fairly   the   financial
     condition, the results of operations and cash flows  of  the
     Company  for  the  interim periods.  Operating  results  for
     interim  periods  are  not  necessarily  indicative  of  the
     results that may be expected for the entire year.

2.   Income Taxes

     At July 31, 1998 the Company had net operating loss ("NOLs")
     carryforwards available to offset future taxable  income  of
     approximately $4.5 million and $3.6 million for Federal  and
     state tax purposes, respectively.  Realization of the future
     tax  benefits associated with the NOLs is dependent  on  the
     Company's  ability  to generate taxable  income  within  the
     carryforward  period and the periods in which net  temporary
     differences reverse.  Future levels of operating income  and
     taxable   income   are  dependent  upon   general   economic
     conditions,  competitive pressures on sales and margins  and
     other factors beyond the Company's control.  Accordingly, no
     assurance  can be given that sufficient taxable income  will
     be  generated  for  utilization  of  all  of  the  NOLs  and
     reversals of temporary differences. As of January  31,  1999
     the Company had a deferred tax asset valuation allowance  of
     approximately $1.5 million with a net deferred tax asset  of
     approximately $119,000.

     In  assessing the realizability of the $119,000 net deferred
     tax  asset,  the  Company has considered  numerous  factors,
     including its future operating plans and its recent  history
     of  operating losses.  Management believes that the $119,000
     net  deferred tax asset represents a reasonable estimate  of
     the  future  utilization of the NOLs and  the  Company  will
     continue  to  evaluate the likelihood of future profits  and
     the  necessity  of  future adjustments to the  deferred  tax
     asset valuation allowance.
                                  8  
<PAGE>
3.   Net Income (Loss) Per Share of Common Stock

     Basic  net  income (loss) per common share is calculated  by
     dividing  net income, by the weighted average common  shares
     outstanding during the period.
     
     Diluted  net income per common share is computed similar  to
     that  of  basic net income per common share except that  the
     denominator is increased to include the number of additional
     common  shares  that  would have  been  outstanding  if  all
     potentially   dilutive  common  shares,  principally   stock
     options, were issued during the reporting period.

4.     Comprehensive Income

     In  June  1997,  the  Financial Accounting  Standards  Board
     (FASB)  issued SFAS No. 130. Reporting Comprehensive Income,
     which  establishes standards for reporting  and  display  of
     comprehensive   income,  its  components   and   accumulated
     balances.   Comprehensive income is defined to  include  all
     changes in equity except those resulting from investments by
     owners and distribution to owners.  Among other disclosures,
     SFAS No. 130 requires that all items that are required to be
     recognized  under current accounting standards as components
     of   comprehensive  income  be  reported  in  a    financial
     statement  that  is  displayed with the same  prominence  as
     other financial statements.

     The  Company  has  classified its investment  securities  as
     available for sale.   Such securities are measured  at  fair
     value  in  the  financial statements based on quoted  market
     prices   with  unrealized  gains  and  losses  included   in
     stockholders' equity.   The company currently  owns  226,251
     shares of Mortgage Plus Equity and Loan Corp., (OTCBB:MPEH),
     a  mortgage  banking company.  The Company has  reduced  its
     unrealized gain on investment securities to $169,688  as  of
     January  31, 1999 based on the then current stock  price  of
     $.75  per  share.  The above unrealized gain  is  considered
     comprehensive  income  and is a component  of  stockholders'
     equity.

5.   Loan Payable - Bank

     In  September  1998 the Company obtained a $600,000  working
     capital line of credit from a New Jersey Bank.  The interest
     rate is prime plus 1%. The line expires on February 28, 1999
     and the Company is restricted to using the line for the Bell
     Atlantic  contract.  The line is secured by  Company  assets
     which  includes 226,251 shares of MPEH stock.  As of January
     31, 1999 there was no balance due on such loan.
                                  9
<PAGE>
ITEM  2.    Management's Discussion and Analysis of  Consolidated
            Financial Conditions and Results of Operations

Results of Operations

Three  months  ended January 31, 1999 compared with three  months
ended January 31, 1998.

Overview

     The   Company  experienced  a  160%  increase  in  operating
revenues  and  recorded  net income of  $184,467  or  $.04  basic
earnings  per share and $.03 diluted earnings per share  for  the
quarter  ended January 31,1999, compared to a net loss of $23,724
or  $.00  per share for the same period in 1998. The increase  in
operating revenues is primarily due to the Company's contract  to
upgrade   Bell  Atlantic's  Data  Collection  devices  and   coin
collection  systems.  The increase in net income is  due  to  the
increase in operating revenues from the above-mentioned contract.

Net Income

      The Company recorded net income of $184,467 for the quarter
ended  January 31, 1999 as compared to a net loss of $23,724  for
the  same  period  last  year.  The increase  in  net  income  is
attributed  to  a significant increase in operating  revenues  of
approximately    $1,426,298.    Operating   expenses    increased
approximately $139,169 or 30% for the three months ended  January
31, 1999 compared to the same period last year.

Operating Revenues

     Operating  Revenues increased $1,426,298 to  S2,311,510  for
the  quarter ended January 31, 1999, compared to $885,212 for the
same  period  last year.  The increase in operating  revenues  is
attributed  to  the  Company's contract  with  Bell  Atlantic  to
upgrade its data collection devices and coin collection software.
In  addition,  revenue from the Company's weighing  product  line
increased  approximately  $152,000  while  the  Company's   other
product  lines  remained relatively flat for  the  quarter  ended
January  31, 1999, as compared to the same period in  1998.   The
NetWeave  license agreement generated approximately  $149,000  in
revenues  for the quarter ended January 31, 1999 as  compared  to
$382,000 for the same period in 1998.  The Company has added  new
software  and  hardware products to its product offerings,  which
include   a  complete  warehouse  management  system,  a  message
brokering  software product and an e-commerce product,  "evolve".
The  Company  expects increased revenues in future  periods  from
these products.
                                 10
<PAGE>

Cost of Sales

     Cost  of  Sales increased to 61% of revenues for the  second
quarter  of fiscal 1999 compared to 51% for the same period  last
year.   The  increase is due to a change in the  sales  mix  from
higher margin products to lower margin products.

Operating Expenses

     Operating expenses increased 30% to $604,775 for the  second
quarter  of fiscal 1999 compared to $465,606 for the same  period
in   1998.    Selling   and  administrative  expenses   increased
approximately  $73,699 or 17% to $438,741 for the  quarter  ended
January  31, 1999 as compared to $365,042 for the same period  in
1998.  Research and development expenses increased $65,470 or 65%
to $166,034.  The increase in selling and administrative expenses
is  due  to  commissions  on the Bell Atlantic  contract,  salary
increases  and  increases  in normal  operating  expenses.    The
increase  in  research and development expenses  is  due  to  the
hiring  of  additional personnel and consultants to  develop  and
support  the Company's existing and future products.  The Company
continues  its  effort  to  streamline  operations  and   control
operating expenses in line with operating revenues.

Other Income and Expenses

     Net  other income was $16,047 for the quarter ended  January
31,  1999  compared  to $6,210 for last year.   The  increase  of
$9,837  is comprised of an increase in interest income of $12,273
and an increase in interest expense of $3,782, as compared to the
same  period last year.  The increase in interest income  is  due
the  Company having additional funds invested in its money market
account.   The  increase  in  interest  expense  is  due  to  the
Company's working capital line of credit.

Income Tax Provision

     The Company recorded an income tax provision of $124,200 for
the  quarter ended January 31, 1999 as compared to no income  tax
provision for the same period last year.  See footnote 2 on  page
8 for additional information on income taxes.
                                 11
<PAGE>                                

Six  Month Ended January 31, 1999 compared with six months  ended
January 31, 1998.

Overview

     The Company's operating revenues increased substantially  to
$5,004,480 for the six months ended January 31, 1999 as  compared
to  operating revenues of $1,538,205 for the same period in 1998.
The  increase in operating revenues is primarily due to the  Bell
Atlantic  contract  as previously disclosed.   In  addition,  the
Company's  weighing product line generated operating revenues  of
approximately $728,150 for the six months ended January 31,  1999
as  compared  to  $605,265  for the same  period  in  1998.   The
Company's  other  product  lines remained  relatively  flat.  The
NetWeave   product   line   generated   operating   revenues   of
approximately  $254,000 for the six months January  31,  1999  as
compared  to  $516,000 for the same period in 1998.  The  Company
recorded  net income of $420,453 or $.08 per share basic and $.07
per  share diluted for the six months ended January 31,  1999  as
compared  to a net loss of $291,387 or $.06 per share  basic  and
diluted  for the same period in 1998. The increase in net  income
is  attributed to an increase in operating revenues coupled  with
an  increase  in  operating expenses for  the  six  months  ended
January 31, 1999 as compared to the same period in 1998.

Net Income

      The  Company recorded net income of $420,453  or  $.08  per
share  basic and $.07 per share diluted for the six months  ended
January 31, 1999, compared to a net loss of $291,387 or $.06  per
share for the same period in 1998.  The increase in net income is
primarily  attributed to the increase in operating revenues  from
the Bell Atlantic contract.

Operating Revenues

     Operating  revenues increased $3,466,275 to  $5,004,480  for
the  six months ended January 31, 1999 compared to $1,538,205  in
the  same  period  last year.  The increase is due  to  operating
revenues  from the Bell Atlantic contract and increased operating
revenues from the Company's weighing product line.
     
Cost of Sales

     Cost  of  Sales  increased to 63% of revenues  for  the  six
months  ended  January 31, 1999, compared to  55%  for  the  same
period in 1998. The increase in cost of sales is attributed to  a
change  in  the  sales  mix  from software  related  products  to
hardware  related  products.   The  Bell  Atlantic  contract  was
approximately 90% hardware and 10% software.
                                 12
<PAGE>
Operating Expenses

     Operating  expenses increased 16% or $159,712 to  $1,157,713
for  the  six months ended January 31, 1999 compared to  $998,001
for  the  same period in 1998.  The increase is comprised  of  an
increase of $57,061 or 7% in selling and administrative expenses.
The  increase in selling and administrative expense is  primarily
due to commissions associated with the Bell Atlantic contract and
salary  increases.  The increase is also comprised of an increase
in  Research and Development expenses of $102,651 or 46% for  the
six months ended January 31, 1999, as compared to the same period
in  1998.   The  increase  is  due to the  hiring  of  additional
personnel  in addition to the reduction in software related  jobs
in  which personnel within the R&D department would be working on
and would be allocated to cost of sales.

Net Other Income (Expenses)

     Net  other  income increased $8,351 to $20,194 for  the  six
months  ended January 31, 1999, compared to net other  income  of
$11,843  for the same period in 1998. The increase is due  to  an
increase  of $11,248 in interest income coupled with an  increase
of  $2,897 in interest expense.  The increase in interest  income
is due to additional funds invested in the Company's money market
account.   The increase in interest expense is from the Company's
working capital line of credit.

Year 2000

      The  Year 2000 issue arises because many computer  hardware
and  software systems use only two digits to represent the  year.
As  a  result,  these systems and programs may not process  dates
beyond  1999,  which may cause errors in information  or  systems
failures.  Assessments of the potential effects of the Year  2000
issues  vary  markedly  among different  companies,  governments,
consultants, economists and commentators, and it is not  possible
to   predict   what  the  actual  impact  may  be.   Given   this
uncertainty,  the Company recognizes the need to remain  vigilant
and  is continuing its analysis, assessment and planning for  the
various Year 2000 issues.

      In early 1998, the Company developed a program to determine
Year  2000  compliance  of  its computer  systems,  products  and
services,  as  well as computer hardware which it  has  sold  but
which it did not manufacture.  The Company's current product  and
service  offerings have been designed to be Year 2000  ready.   A
Year  2000  committee was formed and several meetings have  taken
place to address the Company's Year 2000 issues.  The Company has
identified three areas of inquiry respecting Year 2000 compliance
- --  (1) the Company's internal finance and informational systems,
(2)  software and hardware sold or licensed to customers, and (3)
third-party  relationships,  including  vendors,  suppliers   and
customers.
                                   13
<PAGE>
      The  Company has conducted a review of the above  areas  to
determine  exposure to Year 2000 issues.  In  the  financial  and
information  system  areas, a number of  applications  have  been
identified  as  being  Year 2000 compliant due  to  their  recent
implementation.   The  Company's  core  financial  and  reporting
systems  are Year 2000 compliant. Tests on the remaining  systems
are  being  performed.  The Company anticipates completing  these
tests in early 1999.

       In  the  software  and  hardware  area,  the  Company  has
identified  areas of exposure. The original version of  Netweave,
which is no longer sold, has been determined not to be Year  2000
compliant.

      The  Company is presently developing an upgrade to the  old
version of Netweave, which is Year 2000 compliant, which will  be
supplied  to  the customers currently using this old  version  of
Netweave.

      The  Company will supply all BridgeNet customers  with  the
processing  code  to insure Year 2000 compliance.   Both  of  the
above upgrades will be available in 1999.

      In  the third-party area, the Company is in the process  of
assessing   the  Year  2000  readiness  of  its  key   suppliers,
subcontractors  and  business partners.  This  project  has  been
undertaken with a view  toward assuring that the Company has adequate
resources for  required supplies and components, and to enable the
Company to  identify  potential  Year 2000 non-compliance  problems
with hardware which it has sold but did not manufacture.  The  Company
plans  to complete this project in the first six months of  1999.
Letters and questionnaires have been sent out and the Company  is
waiting for responses.

      The  Year 2000 readiness of the Company's customers  varies
and  the Company is actively encouraging its customers to prepare
their  own  systems  for  the  Year 2000.   The  Company's  major
customer,   Bell  Atlantic,  has  tested  the  Company   supplied
software,  BridgeNet, in conjunction with their internal  systems
and  found  BridgeNet  to  be Year 2000  compliant.   Efforts  by
customers  to  address Year 2000 issues may absorb a  substantial
part of their information technology budgets in the near term and
customers  may  either  delay or accelerate  the  deployment  and
implementation  of  new  applications and  systems.   This  could
potentially  decrease  demand  for  the  Company's  products  and
services and thereby effect the Company's operating revenues.

      Although the Company believes its costs in steps addressing
any  Year  2000  issues (for testing, third party inquiries,  and
remedies)  shall be minimal and will not have a material  adverse
impact on the Company's financial position, any failure or  delay
in  addressing  the  issues could result  in  the  disruption  of
business in the Year 2000.  In addition, the Company is aware  of
the  potential  for  claims against it and  other  companies  for
damages arising from products and services
provided  by  the  Company that were not Year  2000  ready.   The
Company  continues  to believe that any such  claims  against  it
would be without merit.
                                  14   
<PAGE>
      The  Company has reviewed all internal equipment (excluding
computer  equipment) which may have embedded systems which  could
be  date  sensitive and determined that there would be no adverse
affect on Company operations if these systems were determined not
to be Year 2000 compliant.
                                
      The  Company has developed a contingency plan appointing  a
trouble shooting team of employees to quickly evaluate and remedy
a Year 2000 problem when one may occur upon reaching that year.

      Finally, the Year 2000 presents a number of other risks and
uncertainties that could effect the Company, including  utilities
failures, competition for its personnel skilled in the resolution
of  Year  2000  issues, building systems failures,  environmental
systems  failures, office equipment failures, and the  nature  of
government  responses to Year 2000 issues, among  others.   While
the  Company  continues  to believe that the  Year  2000  matters
discussed  above will not have a material impact on its business,
financial   condition  or  results  of  operations,  it   remains
uncertain whether or to what extent the Company may be effected.


Liquidity and Capital Resources

     At  January 31, 1999 the Company had $1,008,191 in cash  and
cash  equivalents compared to $631,362 at July 31, 1998.  Working
Capital  and the current ratio were $1,994,621 and 2.28 to  1  at
January  31,  1999 versus $1,594,271 and 2.81 to 1  at  July  31,
1998.  Net cash provided by operating activities was $441,955  in
the first six months of fiscal 1999.

     Capital  expenditures were approximately $77,649 and $20,509
for  the  six  month  periods ended January 31,  1999  and  1998,
respectively.    Capital  expenditures  are  primarily   computer
equipment  and  computer related products.  For  the  six  months
ended January 31, 1999 the Company spent approximately $16,000 on
leasehold  improvements to its existing facility in Clifton,  NJ.
In  addition,  the Company purchased furniture  and  fixtures  of
approximately $46,000.  The above purchases were made with future
expansion plans of the Company.

     In  September  1998 the Company obtained a $600,000  capital
working  capital  line  of credit from a New  Jersey  bank.   The
interest  rate is prime plus 1% and the line expires on  February
28,  1999.  The Company is restricted to using the line of credit
for  the  Bell Atlantic contract.  The Company intends to  extend
the line upon the February 28, 1999 expiration date.
                                  15
<PAGE>

                       VERTEX INDUSTRIES, INC.


Part II - Other Information


Item 6.   Exhibits and Reports on Form 8 - K

          (a)  None
          (b)  There have been no reports filed
               on form 8 - K for the quarter ended
               January 31, 1999

                                  16
<PAGE>


                              SIGNATURES

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.


                              
                              VERTEX INDUSTRIES, INC.
                                    
                                    Registrant



                         
                         By  S/ Ronald C. Byer
                             Ronald C. Byer
                          President, Chief Executive Officer


March 15, 1999

                                   17
<PAGE>


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<ARTICLE> 5
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUL-31-1999
<PERIOD-END>                               JAN-31-1999
<CASH>                                       1,008,191
<SECURITIES>                                   169,688
<RECEIVABLES>                                1,929,952
<ALLOWANCES>                                    70,785
<INVENTORY>                                    405,287
<CURRENT-ASSETS>                             3,551,487
<PP&E>                                       2,018,932
<DEPRECIATION>                               1,701,104
<TOTAL-ASSETS>                               4,069,747
<CURRENT-LIABILITIES>                        1,556,866
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        25,985
<OTHER-SE>                                   2,478,524
<TOTAL-LIABILITY-AND-EQUITY>                 4,069,747
<SALES>                                      5,004,480
<TOTAL-REVENUES>                             5,004,480
<CGS>                                        3,164,983
<TOTAL-COSTS>                                3,164,983
<OTHER-EXPENSES>                             1,157,713
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,599
<INCOME-PRETAX>                                701,978
<INCOME-TAX>                                   281,525
<INCOME-CONTINUING>                            420,453
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   420,453
<EPS-PRIMARY>                                      .08
<EPS-DILUTED>                                      .07
        

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