UNITED STATES OF AMERICA
     Before the
     SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No.  40101 / June 19, 1998

     ADMINISTRATIVE PROCEEDING
     File No. 3-9444
     ______________________________
                                   :
     In the Matter of              :ORDER MAKING FINDINGS, 
                                   :IMPOSING REMEDIAL SANCTIONS
     CORTLANDT CAPITAL CORP.,      :AND ORDERING RESPONDENTS
     MAYER AMSEL, and              :TO CEASE AND DESIST
     JOSEPH MICHAEL GUCCIONE,      :PURSUANT TO SECTIONS 15(b),
                                   :21B AND 21C OF THE SECURITIES
     Respondents.                  :EXCHANGE ACT OF 1934 AGAINST
                                   :CORTLANDT CAPITAL CORP. AND
     ______________________________:JOSEPH MICHAEL GUCCIONE


         I.

         On September 26, 1997, the Securities and Exchange Commission ( Commission  ) 
         instituted these administrative proceedings pursuant to Sections 15(b) and 21C 
         of the Securities Exchange Act of 1934 (  Exchange Act  ).

         II.

         Respondents Joseph Michael Guccione ( Guccione ) and Cortlandt Capital Corp. 
         (Cortlandt) have each submitted an Offer of Settlement (the Offers) which the 
         Commission has determined to accept.  Under the terms of the Offers, Guccione 
         and Cortlandt consent, without admitting or denying the findings contained in 
         this order, solely for the purpose of these proceedings and any other proceedings 
         brought by or on behalf of the Commission or in which the Commission is a party, 
         to the issuance of the Order Making Findings and Imposing Remedial Sanctions and 
         Ordering Respondents to Cease and Desist Pursuant to Sections 15(b), 21B and 21C 
         of the Securities Exchange Act of 1934 Against Cortlandt Capital Corp. and Joseph 
         Michael Guccione ( Order ).


         III.

         The Commission makes the following findings:<(1)>

         RESPONDENTS                   

         Joseph Michael Guccione, age 51, resides in North Bellmore, New York.  Guccione 
         was the president and a registered principal                                      

          <(1)>    The findings herein are made pursuant to Guccione's and Cortlandt's 
                   Offers of Settlement and are not binding on any other person or entity 
                   in this or any other proceeding. of Cortlandt from June 1990 to 
                   November 1995.




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         Cortlandt Capital Corp. is a broker-dealer registered with the Commission pursuant 
         to Section 15(b) of the Exchange Act.  Cortlandt's principal place of business is 
         New York, New York.  At the time of the events described herein, Cortlandt was
         known as Greenway Capital Corp.

         OTHER RELEVANT ENTITIES                               

         Vertex Industries, Inc. (Vertex) is based in New Jersey and manufactures and sells
         bar code scanners and provides related operating software.  Vertex common stock is 
         registered with the Commission pursuant to Section 12(g) of the Exchange Act. 
         During the relevant time period, Vertex common stock traded over-the-counter as a 
         Nasdaq SmallCap security.  On November 26, 1993, Vertex also listed its common 
         stock on the Boston Stock Exchange.

         SUMMARY               

         From September 1993 through February 1994, Mayer Amsel (Amsel), Cortlandt's head 
         equities trader who also served as a retail broker, and Cortlandt, acting through 
         Amsel, with substantial assistance rendered knowingly or recklessly by Guccione,
         manipulated the market for Vertex common stock.  Between March 2, 1993 and 
         September 2, 1993, Cortlandt's customers, at Amsel's urging, accumulated large, 
         margined positions in Vertex stock after Cortlandt s clearing broker improperly 
         designated Vertex stock a margin security in its internal computer system. <(2)>  
         Upon discovering its mistake in late August 1993, the clearing broker required 
         Cortlandt to reduce the margin debits in its customers accounts, and eventually 
         conducted sell-outs of Cortlandt s customers' margined Vertex holdings.

         In order to stabilize or increase the price of Vertex stock in the face of 
         substantial selling pressure, Amsel and Cortlandt (1) made unauthorized purchases 
         in customers accounts, (2) refused to execute customers sell orders with respect 
         to Vertex stock, (3) arranged for customers to transfer margined Vertex shares to 
         newly opened accounts at other broker-dealers, (4) directed nominees to purchase 
         stock at other broker-dealers, and (5) interpositioned wholesale broker-dealers 
         between Cortlandt and the nominees in order to disguise Cortlandt as the source of 
         the shares sold to the nominees.  Amsel and Cortlandt, therefore, used manipulative 
         and deceptive devices in a scheme to defraud the market for Vertex stock.

         Guccione worked with Amsel at the trading desk and directly supervised him.  
         Guccione and Cortlandt knew or should have known of Amsel's conduct.  Guccione 
         and Cortlandt failed to take appropriate measures to ensure Amsel did not abuse 
         his position as head equities trader. Guccione, therefore, caused and aided and 
         abetted Amsel's and Cortlandt's violations, and Guccione and Cortlandt failed 
         reasonably to supervise Amsel.

         FACTS

         From late 1990 to February 1993, Cortlandt customers accumulated positions in 
         Vertex stock.  Amsel touted the stock as the next Microsoft to his customers and 
         to other Cortlandt brokers.  By February 1993, Cortlandt customers held 
         approximately 260,050 shares of Vertex stock.  Cortlandt customers bought all of 
         their Vertex holdings in cash accounts because Cortlandt's clearing broker would 
         not extend credit for purchases of Vertex stock because it was not a margin 
         security under Regulation T of the Exchange Act.

         Early in 1993, Amsel requested that Cortlandt's clearing broker make Vertex stock 
         a margin security.  On March 2, 1993, an employee of the clearing broker improperly
         designated Vertex stock as a margin security in the clearing broker's internal
         computer system, thus making it possible for the clearing broker's correspondent 
         firms to purchase Vertex stock on margin.

         Many Cortlandt customers purchased large amounts of Vertex stock in margin accounts
         using the buying power of their appreciated Vertex holdings to do so.  As Cortlandt
         customers continued to buy Vertex shares, the stock price rose, creating even more 
         buying power in customers  margin accounts and allowing the customers to buy even 
         more Vertex on margin.  
                                     

          <(2)>  The clearing broker consented to the entry of a cease-and-desist order and 
                 the payment of a $50,000 civil penalty for violations of Section 7(c) of 
                 the Exchange Act, and Regulation T thereunder, in connection with this 
                 matter.  National Financial Services Corp., Exchange Act Release No. 38150 
                 (Jan. 10, 1997).

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         By September 1993, Cortlandt customers  holdings in Vertex had quadrupled -- from 
         260,050 shares as of February 26, 1993 to 1,067,873 shares as of September 2, 1993.
         The latter amount represented approximately 22% of the total shares outstanding and
         two-thirds of the float.  During this time, the price of Vertex also quadrupled -- 
         from approximately $6 to nearly $22 per share.

         In late August 1993, the clearing broker determined that it had improperly extended
         and maintained nearly three million dollars credit on purchases of approximately 
         900,000 shares of Vertex stock held by Cortlandt's customers.  The clearing
         broker advised Guccione and Cortlandt that it had corrected its erroneous 
         designation of Vertex stock as a margin security, and that resulting debit 
         balances created in Cortlandt's customers accounts had to be eliminated by either 
         depositing cash or other securities into the accounts, or by selling Vertex shares 
         or other securities in the accounts.

         Both Amsel and Guccione knew that liquidating Cortlandt's customers holdings in 
         Vertex would cause the share price to decline sharply because Vertex stock was 
         illiquid and thinly traded, and Cortlandt controlled approximately two-thirds of 
         the float.  The potential consequences to Cortlandt of an imminent sharp decline 
         in the price of Vertex were obvious -- it could cause a wave of margin defaults by 
         Cortlandt customers which could threaten Cortlandt's solvency.

         In response to this problem, Amsel and Cortlandt employed manipulative and 
         deceptive practices to create artificial demand for, and restrict the supply of, 
         Vertex stock in the market.  Amsel restricted the supply of Vertex stock by 
         refusing to execute customers sell orders and by transferring margined shares that 
         would have been sold-out to other broker-dealers, without disclosing to Cortlandt 
         customers or the other broker-dealers the manipulative scheme to support Vertex's 
         stock price.  Moreover, Amsel created artificial demand for Vertex stock by making 
         unauthorized purchases in customers' accounts and by directing nominees to purchase
         shares at other broker-dealers for his benefit.  Amsel and his nominees never paid 
         for the majority of these shares, leaving debit balances totaling approximately 
         $2.3 million with six broker-dealers.  Finally, Amsel was able to unload thousands 
         of Vertex shares from Cortlandt's proprietary trading account and customers
         accounts by disguising Cortlandt as the source of shares sold into the market.  
         Amsel did this by interpositioning wholesale broker-dealers between Cortlandt and 
         his nominees who were purchasing Vertex shares at other broker-dealers.

         Therefore, Cortlandt, acting through Amsel, willfully violated Sections 10(b) and 
         15(c) of the Exchange Act and Rules 10b-5 and 15c1-2, and Amsel willfully violated 
         Sections 10(b) of the Exchange Act and Rule 10b-5.

         Guccione knowingly or recklessly rendered substantial assistance to Amsel and 
         Cortlandt in the scheme to manipulate the price of Vertex stock.  Guccione not 
         only was the president and a registered principal of Cortlandt, he also functioned 
         as the head of the trading operations of the firm.  Guccione spent most of his 
         time in the trading room sitting next to Amsel and other traders at the trading 
         desk.  He conducted daily meetings to monitor each traders activities and put 
         limits on the size of Amsel's transactions and positions in Vertex stock.  Guccione
         assisted Amsel by, among other things, refusing to allow customers' sell orders 
         for Vertex stock to be processed, and arranging for the transfer of customers
         margined Vertex holdings to other unsuspecting broker-dealers.  Without the 
         complicity of Guccione, Amsel's and Cortlandt's manipulative and fraudulent scheme
         could not have succeeded.

         Guccione and Cortlandt failed to maintain or enforce a reasonable system of 
         supervision or internal controls over Amsel.  Guccione was responsible for hiring 
         at Cortlandt, and for ensuring adequate controls were in place.  Guccione knew that
         Cortlandt's designated compliance officer was out of the office, sick, and in the 
         hospital for most of the September 1993 through December 1993 period.  Guccione did
         not appoint a substitute compliance officer.  The absence of a compliance officer,
         among other things, allowed Amsel to abuse his position as head trader.

         Guccione and Cortlandt also failed reasonably to supervise Amsel despite the 
         existence of numerous red flags which suggested the need for a heightened degree 
         of supervision of Amsel.  First, Guccione and Cortlandt knew Amsel was a respondent
         in a NASD disciplinary proceeding in which it was alleged Amsel had parked stock 
         and used fictitious customers and accounts at a prior employer.  Second, Guccione 
         and Cortlandt knew of customer complaints concerning Amsel's unauthorized purchases
         of Vertex stock in their accounts, and of Amsel's failures to execute customer sell
         orders for Vertex stock.  Third, Guccione and Cortlandt knew that some of Amsel's 
         customers had failed to pay for purchases of Vertex stock in their Cortlandt 
         accounts.  Finally, Guccione and Cortlandt knew Amsel's customers had opened new 
         accounts at other broker-dealers in order to transfer margined Vertex shares to 
         those accounts.

         
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         Guccione, therefore, caused and willfully aided and abetted Cortlandt's violations 
         of Sections 10(b) and 15(c) of the Exchange Act and Rules 10b-5 and 15c1-2, and 
         Amsel's violations of Section 10(b) of the Exchange Act and Rule 10b-5.  Further, 
         Guccione and Cortlandt failed reasonably to supervise Amsel, a person subject to 
         their supervision, with a view to preventing his violations of Section 10(b) of 
         the Exchange Act and Rule 10b-5.

         Cortlandt has submitted a sworn financial statement and other evidence and has 
         asserted its financial inability to pay a civil penalty.  The Commission has 
         reviewed the sworn financial statement and other evidence provided by Cortlandt 
         and has determined that Cortlandt does not have the financial ability to pay a 
         civil penalty.

         IV.

         In view of the foregoing, the Commission deems it appropriate and in the public 
         interest to accept the Offers of Settlement of Guccione and Cortlandt.

         Accordingly, IT IS ORDERED:

         (a) pursuant to Section 21C of the Exchange Act, that Cortlandt and Guccione 
         cease and desist from committing or causing any violation and any future violation
         of Sections 10(b) and 15(c) of the Exchange Act and Rules 10b-5 and 15c1-2.

         (b) that Guccione be, and hereby is, barred from association with any broker, 
         dealer, municipal securities dealer, investment adviser or investment company, 
         with the right to reapply for association after four years to the appropriate 
         self-regulatory organization, or if there is none, to the Commission.

         (c) that Guccione shall, within twenty (20) days of the entry of this Order, pay 
         a civil money penalty in the amount of $20,000 to the United States Treasury.  
         Such payment shall be:  (A) made by United States postal money order, certified 
         check, bank cashier's check or bank money order; (B) made payable to the 
         Securities and Exchange Commission; (C) hand-delivered or mailed to the 
         Comptroller, Securities and Exchange Commission, Operations Center, 6432 General 
         Green Way, Stop 0-3, Alexandria, VA 22312; and (D) submitted under cover letter 
         that identifies Joseph Michael Guccione as a Respondent in these proceedings, the 
         file number of these proceedings, a copy of which cover letter and money order or 
         check shall be sent to Kenneth L. Miller, Assistant Chief Litigation Counsel, 
         Division of Enforcement, Securities and Exchange Commission, 450 5th Street, N.W., 
         Stop 8-8, Washington, D.C. 20549.

         (d) that the registration of Cortlandt Capital Corp. be, and hereby is, revoked.

         (e) that the Division of Enforcement may, at any time following the entry of this 
         Order, petition the Commission to: (1) reopen this matter to consider whether 
         Cortlandt provided accurate and complete financial information at the time such
         representations were made; (2) determine the amount of the civil penalty to be 
         imposed; and (3) seek any additional remedies that the Commission would be 
         authorized to impose in this proceeding if Cortlandt's offer of settlement had not 
         been accepted.  No other issues shall be considered in connection with this 
         petition other than whether the financial information provided by Cortlandt was 
         fraudulent, misleading, inaccurate or incomplete in any material respect, the 
         amount of civil penalty to be imposed and whether any additional remedies should 
         be imposed.  Cortlandt may not, by way of defense to any such petition, contest 
         the findings in this Order or the Commission s authority to impose any additional 
         remedies that were available in the original proceeding.

         By the Commission.



         Jonathan G. Katz
         Secretary







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