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)


                             1995 STOCK OPTION PLAN
                             -----------------------
                            (Full title of the plan)


                    Paul G. Sebetic, Chief Financial Officer
                              TII Industries, Inc.
                                1385 Akron Street
                            Copiague, New York 11726
                                 (516) 789-5000
               --------------------------------------------------
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                    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          price      fee
--------------------------------------------------------------------------------
Common Stock, par
value $.01 per share     563,800 shares  $ 4.375(2)  $ 2,466,625.00(2)  $ 727.65
                         100,000 shares    5.875(2)      587,500.00(2)    173.31
                           2,500 shares    4.625(2)       11,562.50(2)      3.41
                          83,700 shares    4.688(3)      392,385.60(3)    115.75
Total                    750,000 shares                                $1,020.12
-----------------------  -------------------------  ----------------------- ----

(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1995 Stock Option Plan, as amended.

(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant to Rule 457(h),  the  exercise  price of presently
      outstanding options.

(3)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant  to Rule  457(c),  the average of the high and low
      sales  prices  per share of the  registrant's  Common  Stock on the Nasdaq
      Stock Market National Market System on February 27, 1998.


                                       -1-

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


                           INCORPORATION BY REFERENCE

         The contents of the TII Industries, Inc. Registration Statement on Form
S-8,  File No.  33-64967,  filed with the  Commission  on December  13, 1995 are
hereby  incorporated by reference with the exception of Exhibits 5, 23(a), 23(b)
and 24, which are provided herewith.



                                      II-2

<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 27th day of
February, 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 attorneys-in-fact 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 27th day of February, 1998.

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

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

         /s/ Timothy J. Roach                President (Chief Executive Officer)
         --------------------                and Director
         Timothy J. Roach                   

         /s/ Paul G. Sebetic                 Vice President - Finance (Chief
         -------------------                 Financial and Accounting Officer)
         Paul G. Sebetic                     

         /s/ C. Bruce Barksdale              Director
         ----------------------
         C. Bruce Barksdale

         /s/ Dorothy Roach                   Director
         -----------------
         Dorothy Roach

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

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

         /s/ James R Grover, Jr.             Director
         ----------------------
         James R. Grover, Jr.




                                      II-3

<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                      Description
-----------                      -----------

5*            Opinion of Parker, Chapin, Flattau & Klimpl, LLP as to the
              legality of the securities being registered.

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  (included  as  part  of the  signature  page  of this
              filing).

99            1995 Stock Option Plan.  Incorporated by reference to Exhibit 10.1
              to the Company's Quarterly Report on Form 10-Q for the fiscal
              quarter ended December 27, 1997 (File No. 1-8048).

------------------
*        Filed herewith.


                                      II-4
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8111}]
{"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": "333-47151", "film-number": "98554351"}, "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"}}
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)

                             1995 STOCK OPTION PLAN
                             -----------------------
                            (Full title of the plan)

                    Paul G. Sebetic, Chief Financial Officer
                              TII Industries, Inc.
                                1385 Akron Street
                            Copiague, New York 11726
                                 (516) 789-5000
               --------------------------------------------------
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                    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          price      fee
--------------------------------------------------------------------------------
Common Stock, par
value $.01 per share     563,800 shares  $ 4.375(2)  $ 2,466,625.00(2)  $ 727.65
                         100,000 shares    5.875(2)      587,500.00(2)    173.31
                           2,500 shares    4.625(2)       11,562.50(2)      3.41
                          83,700 shares    4.688(3)      392,385.60(3)    115.75
Total                    750,000 shares                                $1,020.12
-----------------------  -------------------------  ----------------------- ----

(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1995 Stock Option Plan, as amended.

(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant to Rule 457(h),  the  exercise  price of presently
      outstanding options.

(3)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant  to Rule  457(c),  the average of the high and low
      sales  prices  per share of the  registrant's  Common  Stock on the Nasdaq
      Stock Market National Market System on February 27, 1998.

                                       -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                           INCORPORATION BY REFERENCE

         The contents of the TII Industries, Inc. Registration Statement on Form
S-8,  File No.  33-64967,  filed with the  Commission  on December  13, 1995 are
hereby  incorporated by reference with the exception of Exhibits 5, 23(a), 23(b)
and 24, which are provided herewith.

                                      II-2
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 27th day of
February, 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 attorneys-in-fact 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 27th day of February, 1998.

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

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

         /s/ Timothy J. Roach                President (Chief Executive Officer)
         --------------------                and Director
         Timothy J. Roach                   

         /s/ Paul G. Sebetic                 Vice President - Finance (Chief
         -------------------                 Financial and Accounting Officer)
         Paul G. Sebetic                     

         /s/ C. Bruce Barksdale              Director
         ----------------------
         C. Bruce Barksdale

         /s/ Dorothy Roach                   Director
         -----------------
         Dorothy Roach

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

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

         /s/ James R Grover, Jr.             Director
         ----------------------
         James R. Grover, Jr.

                                      II-3
EXHIBIT INDEX

Exhibit No.                      Description
-----------                      -----------

5*            Opinion of Parker, Chapin, Flattau & Klimpl, LLP as to the
              legality of the securities being registered.

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  (included  as  part  of the  signature  page  of this
              filing).

99            1995 Stock Option Plan.  Incorporated by reference to Exhibit 10.1
              to the Company's Quarterly Report on Form 10-Q for the fiscal
              quarter ended December 27, 1997 (File No. 1-8048).

------------------
*        Filed herewith.

                                      II-4