As filed with the Securities and Exchange Commission on December 8, 1998
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------
                              TII INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                          66-0328885
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                          Identification No.)

   1385 Akron Street, Copiague, New York                      11726
   (Address of Principal Executive Offices)                (Zip Code)

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                           Timothy J. Roach, President
                              TII Industries, Inc.
                                1385 Akron Street
                            Copiague, New York 11726
                     (Name and address of agent for service)

                                 (516) 789-5000
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Leonard W. Suroff, Esq.
                                1385 Akron Street
                            Copiague, New York 11726

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                                             Proposed            Proposed
Title of                                                     maximum             maximum
each class                              Amount               offering            aggregate         Amount of
of securities                           to be                price per           offering          registration
to be registered                        registered(1)        share (2)           price  (2)        fee (2)


<S>                                  <C>                 <C>                 <C>             <C>                
Common Stock, $.01 par value,
and associated Series D Junior
Participating Preferred Stock,
$1.00 par value, Purchase Rights(3)     1,500,000 shs        $2.0625             $3,093.750        $860.07

--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1998 Stock Option Plan.

(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of, pursuant to Rules 457(h) and 457(c), the average of the high
      and low sales prices of the registrant's  Common Stock on The Nasdaq Stock
      Market's National Market System on December 4, 1998.

(3)   Common  Stock  includes  associated  rights  to  purchase  shares  of  the
      registrant's  Series D Junior  Participating  Preferred  Stock.  Until the
      occurrence of certain prescribed events,  none of which has occurred,  the
      rights are not detachable  from the Common Stock nor  exercisable and will
      be transferred along with and only with the Common Stock. Accordingly,  no
      separate registration fee is payable with respect thereto.

<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following  documents  heretofore filed by the Company with
the Securities  and Exchange  Commission  (File No. 1-8048)  pursuant to Section
13(a) of the Securities  Exchange Act of 1934 (the "1934 Act") are  incorporated
herein by reference:

                  (a) The registrant's Annual Report on Form 10-K for the fiscal
year ended June 26, 1998, as amended by Amendment No. 1 thereto filed on October
26, 1998;

                  (b) The  registrant's  Quarterly  Report  on Form 10-Q for the
fiscal quarter ended September 25, 1998;

                  (c) The description of the registrant's Common Stock contained
in the registrant's Registration Statement on Form 8-A filed on November 3, 1980
under  the  1934  Act and the  description  of the  Company's  Series  D  Junior
Participating  Preferred  Stock  Purchase  Rights  contained  in  the  Company's
Registration  Statement  on Form 8-A as filed May 15,  1998  under the 1934 Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

                  All   documents   filed   subsequent   to  the  date  of  this
Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and prior to the filing of a  post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

Item 4.  Description of Securities.

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not Applicable.

                                      II-1

<PAGE>




Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the registrant,  may indemnify any person
who was or is a party,  or is threatened to be made a party,  to any threatened,
pending or  completed  action,  suit or  proceeding , whether  civil,  criminal,
administrative  or  investigative  (other than a derivative  action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  enterprise,  against expenses (including  attorneys' fees),  judgments,
fines and amounts paid in settlement  actually and  reasonably  incurred by such
person in connection  with such action,  suit or proceeding if such person acted
in good faith and in a manner  such person  reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
court determines such person is fairly and reasonably  entitled to indemnity for
such  expenses.  Article  XII of the  registrant's  By-laws  provides  that  the
registrant  shall so indemnify  such  persons.  In  addition,  Article 12 of the
registrant's  Restated Certificate of Incorporation,  as amended,  provides,  in
general,  that no director of the registrant  shall be personally  liable to the
registrant  or any of its  stockholders  for  monetary  damages  for  breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law;  (iii) under Section 174 of the DGCL (which  provides
that, under certain circumstances, directors may be jointly and severally liable
for willful or negligent violations of the DGCL provisions regarding the payment
of  dividends  or stock  repurchases  or  redemptions),  as the same  exists  or
hereafter may be amended;  or (iv) for any  transaction  from which the director
derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.


                                      II-2

<PAGE>




Item 8.  Exhibits.

Exhibit
Number            Description
-------           -----------

4 (a)(1) Restated Certificate of Incorporation of the Company, as filed with the
         Secretary  of State of the State of  Delaware  on  December  10,  1996.
         Incorporated  by  reference  to  Exhibit 3 to the  Company's  Quarterly
         Report on Form 10-Q for the fiscal  quarter  ended  December  27,  1996
         (File No. 1-8048).

4(a)(2)  Certificate of Designation, as filed with the Secretary of State of the
         State of Delaware on January 26,  1998.  Incorporated  by  reference to
         Exhibit 4.3 to the Company's  Current Report on Form 8-K dated (date of
         earliest event reported) January 26, 1998 (File No. 1-8048).

4(a)(3)  Certificate of Designation, as filed with the Secretary of State of the
         State of Delaware on May 15, 1998. Incorporated by reference to Exhibit
         4.1 to the Company's Current Report on Form 8-K dated (date of earliest
         event reported) May 7, 1998 (File No. 1-8048).

4(b)     By-laws of the  Company,  as  amended.  Incorporated  by  reference  to
         Exhibit 4.02 to Amendment No. 1 to the Company's Registration Statement
         on Form S-3 (File No. 33- 64980).

4(c)     Rights  Agreement,  dated as of May 15,  1998,  between the Company and
         Harris  Trust of Chicago.  Incorporated  by reference to Exhibit 4.1 to
         the Company's  Current Report on Form 8-K dated (date of earliest event
         reported) May 7, 1998 (File No. 1-8048).

5*       Opinion of Parker,  Chapin, Flattau & Klimpl, LLP as to the legality of
         the Common Stock being offered and consent.

23(a)*   Consent of Arthur Andersen LLP.

23(b)*   Consent  of Parker  Chapin  Flattau & Klimpl,  LLP (to be  included  in
         Exhibit 5).

24+      Powers of Attorney of certain officers and directors of the registrant.

99       Registrant's  1988 Stock  Option  Plan,  as  amended.  Incorporated  by
         reference to Exhibit A to the Company's  Proxy Statement dated November
         6, 1998 (File No. 1-8048).

--------------
*  Filed herewith.
+  Filed  as  part  of  the  signature  page  of the  original  filing  of  this
Registration Statement.


                                      II-3

<PAGE>



Item 9.  Undertakings.

                  The undersigned registrant hereby undertakes:

                  (1) 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                  (2) 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 bona fide offering thereof.

                  (3) 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 offering.

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  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  provisions  described  under Item 6
above, 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.

                                      II-4

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  Town of  Copiague,  State  of New  York,  on the 8th day of
December, 1998.

                                             TII INDUSTRIES, INC.


                                             By: /s/ Timothy J. Roach
                                                 -------------------------------
                                                     Timothy J. Roach, President


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints each of Timothy J. Roach, Paul G. Sebetic
and  Leonard  W.  Suroff  and each of them with  power of  substitution,  as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement  (including  post-effective  amendments)  and to file the  same,  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-facts or their substitutes may do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 8th day of December, 1998.

Signature                                    Title
---------                                    -----


----------------------------------
Alfred J. Roach                              Chairman of the Board

/s/ Timothy J. Roach  
----------------------------------
Timothy J. Roach                             President (Chief Executive Officer)
                                             and Director
/s/ Paul G. Sebetic       
----------------------------------
Paul G. Sebetic                              Vice President - Finance (Chief
                                             Financial and Accounting Officer)
/s/ C. Bruce Barksdale   
----------------------------------
C. Bruce Barksdale                           Director
 
                                                     
----------------------------------                    
George S. Katsarakes                         Director
 
/s/ James R. Grover, Jr.                                                        
----------------------------------                    
James R. Grover, Jr.                         Director 

/s/ Joseph C. Hogan                                                        
----------------------------------                    
Joseph C. Hogan                              Director 

                                           
----------------------------------
Dorothy Roach                                Director
 
/s/ William G. Sharwell                                                       
----------------------------------                    
William G. Sharwell                          Director 




                                      II-5

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                                    Description
--------                                  -----------

4 (a)(1)          Restated Certificate of Incorporation of the Company, as filed
                  with  the  Secretary  of State of the  State  of  Delaware  on
                  December 10, 1996.  Incorporated  by reference to Exhibit 3 to
                  the  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter ended December 27, 1996 (File No. 1-8048).

4(a)(2)           Certificate  of  Designation,  as filed with the  Secretary of
                  State  of  the  State  of  Delaware   on  January  26,   1998.
                  Incorporated  by  reference  to Exhibit  4.3 to the  Company's
                  Current  Report  on Form 8-K  dated  (date of  earliest  event
                  reported) January 26, 1998 (File No. 1-8048).

4(a)(3)           Certificate  of  Designation,  as filed with the  Secretary of
                  State of the State of Delaware on May 15,  1998.  Incorporated
                  by reference to Exhibit 4.1 to the Company's Current Report on
                  Form 8-K dated (date of earliest  event  reported) May 7, 1998
                  (File No. 1-8048).

4(b)              By-laws of the Company, as amended.  Incorporated by reference
                  to  Exhibit  4.02  to  Amendment   No.  1  to  the   Company's
                  Registration Statement on Form S-3 (File No. 33- 64980).

4(c)              Rights  Agreement,  dated  as of May  15,  1998,  between  the
                  Company and Harris Trust of Chicago. Incorporated by reference
                  to Exhibit  4.1 to the  Company's  Current  Report on Form 8-K
                  dated (date of earliest event  reported) May 7, 1998 (File No.
                  1-8048).

5*                Opinion of  Parker,  Chapin,  Flattau & Klimpl,  LLP as to the
                  legality of the Common Stock being offered and consent.

23(a)*            Consent of Arthur Andersen LLP.

23(b)*            Consent of Parker Chapin Flattau & Klimpl, LLP (to be included
                  in Exhibit 5).

24+               Powers of Attorney of certain  officers  and  directors of the
                  registrant.

99                Registrant's 1988 Stock Option Plan, as amended.  Incorporated
                  by reference  to Exhibit A to the  Company's  Proxy  Statement
                  dated November 6, 1998 (File No. 1-8048).

--------------
*  Filed herewith.
+  Filed  as  part  of  the  signature  page  of the  original  filing  of  this
Registration Statement.
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{"company-data": {"conformed-name": "TII INDUSTRIES INC", "cik": "0000277928", "assigned-sic": "3613", "irs-number": "660328885", "state-of-incorporation": "DE", "fiscal-year-end": "0629"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68579", "film-number": "98766320"}, "business-address": {"street1": "1385 AKRON ST", "city": "COPIAGUE", "state": "NY", "zip": "11726", "phone": "5167895000"}, "mail-address": {"street1": "1385 AKRON STREET", "city": "COPIAGUE", "state": "NY", "zip": "11726"}}
As filed with the Securities and Exchange Commission on December 8, 1998
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------
                              TII INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                          66-0328885
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                          Identification No.)

   1385 Akron Street, Copiague, New York                      11726
   (Address of Principal Executive Offices)                (Zip Code)

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                           Timothy J. Roach, President
                              TII Industries, Inc.
                                1385 Akron Street
                            Copiague, New York 11726
                     (Name and address of agent for service)

                                 (516) 789-5000
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Leonard W. Suroff, Esq.
                                1385 Akron Street
                            Copiague, New York 11726

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                                             Proposed            Proposed
Title of                                                     maximum             maximum
each class                              Amount               offering            aggregate         Amount of
of securities                           to be                price per           offering          registration
to be registered                        registered(1)        share (2)           price  (2)        fee (2)
Common Stock, $.01 par value,
and associated Series D Junior
Participating Preferred Stock,
$1.00 par value, Purchase Rights(3)     1,500,000 shs        $2.0625             $3,093.750        $860.07

--------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1998 Stock Option Plan.

(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of, pursuant to Rules 457(h) and 457(c), the average of the high
      and low sales prices of the registrant's  Common Stock on The Nasdaq Stock
      Market's National Market System on December 4, 1998.

(3)   Common  Stock  includes  associated  rights  to  purchase  shares  of  the
      registrant's  Series D Junior  Participating  Preferred  Stock.  Until the
      occurrence of certain prescribed events,  none of which has occurred,  the
      rights are not detachable  from the Common Stock nor  exercisable and will
      be transferred along with and only with the Common Stock. Accordingly,  no
      separate registration fee is payable with respect thereto.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following  documents  heretofore filed by the Company with
the Securities  and Exchange  Commission  (File No. 1-8048)  pursuant to Section
13(a) of the Securities  Exchange Act of 1934 (the "1934 Act") are  incorporated
herein by reference:

                  (a) The registrant's Annual Report on Form 10-K for the fiscal
year ended June 26, 1998, as amended by Amendment No. 1 thereto filed on October
26, 1998;

                  (b) The  registrant's  Quarterly  Report  on Form 10-Q for the
fiscal quarter ended September 25, 1998;

                  (c) The description of the registrant's Common Stock contained
in the registrant's Registration Statement on Form 8-A filed on November 3, 1980
under  the  1934  Act and the  description  of the  Company's  Series  D  Junior
Participating  Preferred  Stock  Purchase  Rights  contained  in  the  Company's
Registration  Statement  on Form 8-A as filed May 15,  1998  under the 1934 Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

                  All   documents   filed   subsequent   to  the  date  of  this
Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and prior to the filing of a  post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

Item 4.  Description of Securities.

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not Applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the registrant,  may indemnify any person
who was or is a party,  or is threatened to be made a party,  to any threatened,
pending or  completed  action,  suit or  proceeding , whether  civil,  criminal,
administrative  or  investigative  (other than a derivative  action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  enterprise,  against expenses (including  attorneys' fees),  judgments,
fines and amounts paid in settlement  actually and  reasonably  incurred by such
person in connection  with such action,  suit or proceeding if such person acted
in good faith and in a manner  such person  reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
court determines such person is fairly and reasonably  entitled to indemnity for
such  expenses.  Article  XII of the  registrant's  By-laws  provides  that  the
registrant  shall so indemnify  such  persons.  In  addition,  Article 12 of the
registrant's  Restated Certificate of Incorporation,  as amended,  provides,  in
general,  that no director of the registrant  shall be personally  liable to the
registrant  or any of its  stockholders  for  monetary  damages  for  breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law;  (iii) under Section 174 of the DGCL (which  provides
that, under certain circumstances, directors may be jointly and severally liable
for willful or negligent violations of the DGCL provisions regarding the payment
of  dividends  or stock  repurchases  or  redemptions),  as the same  exists  or
hereafter may be amended;  or (iv) for any  transaction  from which the director
derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

                                      II-2
Item 8.  Exhibits.

Exhibit
Number            Description
-------           -----------

4 (a)(1) Restated Certificate of Incorporation of the Company, as filed with the
         Secretary  of State of the State of  Delaware  on  December  10,  1996.
         Incorporated  by  reference  to  Exhibit 3 to the  Company's  Quarterly
         Report on Form 10-Q for the fiscal  quarter  ended  December  27,  1996
         (File No. 1-8048).

4(a)(2)  Certificate of Designation, as filed with the Secretary of State of the
         State of Delaware on January 26,  1998.  Incorporated  by  reference to
         Exhibit 4.3 to the Company's  Current Report on Form 8-K dated (date of
         earliest event reported) January 26, 1998 (File No. 1-8048).

4(a)(3)  Certificate of Designation, as filed with the Secretary of State of the
         State of Delaware on May 15, 1998. Incorporated by reference to Exhibit
         4.1 to the Company's Current Report on Form 8-K dated (date of earliest
         event reported) May 7, 1998 (File No. 1-8048).

4(b)     By-laws of the  Company,  as  amended.  Incorporated  by  reference  to
         Exhibit 4.02 to Amendment No. 1 to the Company's Registration Statement
         on Form S-3 (File No. 33- 64980).

4(c)     Rights  Agreement,  dated as of May 15,  1998,  between the Company and
         Harris  Trust of Chicago.  Incorporated  by reference to Exhibit 4.1 to
         the Company's  Current Report on Form 8-K dated (date of earliest event
         reported) May 7, 1998 (File No. 1-8048).

5*       Opinion of Parker,  Chapin, Flattau & Klimpl, LLP as to the legality of
         the Common Stock being offered and consent.

23(a)*   Consent of Arthur Andersen LLP.

23(b)*   Consent  of Parker  Chapin  Flattau & Klimpl,  LLP (to be  included  in
         Exhibit 5).

24+      Powers of Attorney of certain officers and directors of the registrant.

99       Registrant's  1988 Stock  Option  Plan,  as  amended.  Incorporated  by
         reference to Exhibit A to the Company's  Proxy Statement dated November
         6, 1998 (File No. 1-8048).

--------------
*  Filed herewith.
+  Filed  as  part  of  the  signature  page  of the  original  filing  of  this
Registration Statement.

                                      II-3
Item 9.  Undertakings.

                  The undersigned registrant hereby undertakes:

                  (1) 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                  (2) 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 bona fide offering thereof.

                  (3) 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 offering.

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  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  provisions  described  under Item 6
above, 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.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  Town of  Copiague,  State  of New  York,  on the 8th day of
December, 1998.

                                             TII INDUSTRIES, INC.

                                             By: /s/ Timothy J. Roach
                                                 -------------------------------
                                                     Timothy J. Roach, President

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints each of Timothy J. Roach, Paul G. Sebetic
and  Leonard  W.  Suroff  and each of them with  power of  substitution,  as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement  (including  post-effective  amendments)  and to file the  same,  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-facts or their substitutes may do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 8th day of December, 1998.

Signature                                    Title
---------                                    -----

----------------------------------
Alfred J. Roach                              Chairman of the Board

/s/ Timothy J. Roach  
----------------------------------
Timothy J. Roach                             President (Chief Executive Officer)
                                             and Director
/s/ Paul G. Sebetic       
----------------------------------
Paul G. Sebetic                              Vice President - Finance (Chief
                                             Financial and Accounting Officer)
/s/ C. Bruce Barksdale   
----------------------------------
C. Bruce Barksdale                           Director
 
                                                     
----------------------------------                    
George S. Katsarakes                         Director
 
/s/ James R. Grover, Jr.                                                        
----------------------------------                    
James R. Grover, Jr.                         Director 

/s/ Joseph C. Hogan                                                        
----------------------------------                    
Joseph C. Hogan                              Director 

                                           
----------------------------------
Dorothy Roach                                Director
 
/s/ William G. Sharwell                                                       
----------------------------------                    
William G. Sharwell                          Director 

                                      II-5
EXHIBIT INDEX

Exhibit
Number                                    Description
--------                                  -----------

4 (a)(1)          Restated Certificate of Incorporation of the Company, as filed
                  with  the  Secretary  of State of the  State  of  Delaware  on
                  December 10, 1996.  Incorporated  by reference to Exhibit 3 to
                  the  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter ended December 27, 1996 (File No. 1-8048).

4(a)(2)           Certificate  of  Designation,  as filed with the  Secretary of
                  State  of  the  State  of  Delaware   on  January  26,   1998.
                  Incorporated  by  reference  to Exhibit  4.3 to the  Company's
                  Current  Report  on Form 8-K  dated  (date of  earliest  event
                  reported) January 26, 1998 (File No. 1-8048).

4(a)(3)           Certificate  of  Designation,  as filed with the  Secretary of
                  State of the State of Delaware on May 15,  1998.  Incorporated
                  by reference to Exhibit 4.1 to the Company's Current Report on
                  Form 8-K dated (date of earliest  event  reported) May 7, 1998
                  (File No. 1-8048).

4(b)              By-laws of the Company, as amended.  Incorporated by reference
                  to  Exhibit  4.02  to  Amendment   No.  1  to  the   Company's
                  Registration Statement on Form S-3 (File No. 33- 64980).

4(c)              Rights  Agreement,  dated  as of May  15,  1998,  between  the
                  Company and Harris Trust of Chicago. Incorporated by reference
                  to Exhibit  4.1 to the  Company's  Current  Report on Form 8-K
                  dated (date of earliest event  reported) May 7, 1998 (File No.
                  1-8048).

5*                Opinion of  Parker,  Chapin,  Flattau & Klimpl,  LLP as to the
                  legality of the Common Stock being offered and consent.

23(a)*            Consent of Arthur Andersen LLP.

23(b)*            Consent of Parker Chapin Flattau & Klimpl, LLP (to be included
                  in Exhibit 5).

24+               Powers of Attorney of certain  officers  and  directors of the
                  registrant.

99                Registrant's 1988 Stock Option Plan, as amended.  Incorporated
                  by reference  to Exhibit A to the  Company's  Proxy  Statement
                  dated November 6, 1998 (File No. 1-8048).

--------------
*  Filed herewith.
+  Filed  as  part  of  the  signature  page  of the  original  filing  of  this
Registration Statement.