As filed with the Securities and Exchange Commission on December 13, 1995

                                                       Registration No. 33-
- --------------------------------------------------------------------------------

                       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)

                           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        price         fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share    500,000 shares   $8.0625(2)   $4,031,250(2)  $1,390.09
================================================================================

(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.

                                                                   
                                                 

<PAGE>




(2)   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 December 12, 1995.


                                                                   
                                                 


<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 30, 1995;

     (b) The  registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1995;

     (c) The  registrant's  Current  Report on Form 8-K dated  (date of earliest
event reported) August 15, 1995; and

     (d) The  description  of the  registrant's  Common  Stock  contained in the
registrant's  Registration  Statement  on Form 8-A filed on  November  3,  1980,
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  (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  XIII 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.

ITEM 8.           EXHIBITS.

Exhibit
Number            Description
- -------           -----------
 4.01(a)       Restated  Certification  of  Incorporation  of the registrant, as
               filed with the  Secretary  of State of the State of  Delaware  on
               December 18, 1978. Included as Exhibit 3(a)(1)
                             


                                      
                                      II-2

<PAGE>


Exhibit
Number            Description
- -------           -----------
               to the  registrant's  Annual  Report on Form 10-K for the  fiscal
               year ended  June 26,  1992 (File No.  1-8048),  and  incorporated
               herein by reference.

 4.01(b)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of  Delaware  on  January  22,  1980.  Included  as Exhibit
               3(a)(2) to the  registrant's  Annual  Report on Form 10-K for the
               fiscal  year  ended  June  26,  1992  (File  No.   1-8048),   and
               incorporated herein by reference.

 4.01(c)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of Delaware on June 23, 1981.  Included as Exhibit  3(a)(3)
               to the  registrant's  Annual  Report on Form 10-K for the  fiscal
               year ended  June 26,  1992 (File No.  1-8048),  and  incorporated
               herein by reference.

 4.01(d)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of  Delaware  on  December  4,  1981.  Included  as Exhibit
               3(a)(4) to the  registrant's  Annual  Report on Form 10-K for the
               fiscal  year  ended  June  26,  1992  (File  No.   1-8048),   and
               incorporated herein by reference.

 4.01(e)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of  Delaware  on  December  11,  1986.  Included as Exhibit
               3(a)(5) to the  registrant's  Registration  Statement on Form S-8
               (File No. 33-11149), and incorporated herein by reference.

 4.01(f)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of Delaware on December 16, 1987.  Included as Exhibit 4.06
               to the registrant's  Registration Statement on Form S-8 (File No.
               33-53180), and incorporated herein by reference.

 4.01(g)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of  Delaware  on  January  10,  1990.  Included  as Exhibit
               4(c)(7) to the  registrant's  Registration  Statement on Form S-8
               (File No. 33-37310), and incorporated herein by reference.

 4.01(h)       Certificate of Amendment to Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of Delaware on April 25, 1994.  Included as Exhibit 4.01(h)
               to the registrant's  Registration Statement on Form S-3 (File No.
               33-64980), and incorporated herein by reference.


                                                                   
                                      II-3

<PAGE>


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

 4.02          By-laws of the registrant, as amended.  Included  as Exhibit 4.02
               to Amendment No. 1 to the registrant's  Registration Statement on
               Form  S-3  (File  No.  33-64980),   and  incorporated  herein  by
               reference.

 4.03(a)       Revolving Credit Loan Agreement  dated January 31, 1995 among TII
               International,   Inc.   ("International"),   the  registrant  and
               Chemical  Bank (the  "Bank").  Included as Exhibit  4.1(a) to the
               registrant's  Current  Report on Form 8-K dated  January 31, 1995
               (date of earliest event reported) (File No. 1-8048).

 4.03(b)       First  Amendment  dated  as  of  August 3, 1995  to the Revolving
               Credit  Agreement  among  International,  the  registrant and the
               Bank.  Included as Exhibit 4(a)(1)(B) to the registrant's  Annual
               Report on Form 10-K for the fiscal year ended June 30, 1995 (File
               No. 1-8048).

*5.01          Opinion  and  consent  of Leonard W. Suroff, Esq., counsel to the
               registrant, as to the legality of the Common Stock being offered.

*23.01         Consent of Arthur Andersen LLP.

*23.02         Consent of Leonard W. Suroff, Esq. (contained in Exhibit 5.01).

*24.01         Powers  of  Attorney  of  certain  officers  and directors of the
               registrant.

 99.01         Registrant's 1995 Stock Option Plan. Included as Exhibit A to the
               registrant's   Proxy   Statement  dated  October  30,  1995,  and
               incorporated herein by reference.


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

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)

                                                                   
                                      II-4

<PAGE>



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-5

<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 30th day of
November, 1995.


                                              TII INDUSTRIES, INC.


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


               Pursuant to  the requirements of the Securities Act of 1933, this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 30th day of November, 1995.

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


   *ALFRED J. ROACH                          Chairman of the Board
- -----------------------------
    Alfred J. Roach



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



/s/ John T. Hyland, Jr.                      Vice President and Treasurer (Chief
- -----------------------------                Financial and Accounting Officer)
    John T. Hyland, Jr.



  *C. BRUCE BARKSDALE                        Director
- -----------------------------
   C. Bruce Barksdale



    *DOROTHY ROACH                           Director
- -----------------------------
     Dorothy Roach



    *JOSEPH C. HOGAN                         Director
- -----------------------------
     Joseph C. Hogan



                                                                   
                                      II-6

<PAGE>




  /s/ Timothy R. Graham                      Director
- -----------------------------
      Timothy R. Graham



  *JAMES R. GROVER, JR.                      Director
- -----------------------------
   James R. Grover, Jr.



 /s/ William J. Rouhana, Jr.                 Director
- -----------------------------
     William J. Rouhana, Jr.



   *WILLIAM G. SHARWELL                      Director
- -----------------------------
    William G. Sharwell



By:    /s/ Timothy J. Roach
   --------------------------
       Timothy J. Roach,
       Attorney-in-fact

                                                                   
                                      II-7

<PAGE>



                                         EXHIBIT INDEX

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

 4.01(a)          Restated Certification of Incorporation of the registrant,  as
                  filed with the  Secretary of State of the State of Delaware on
                  December  18,  1978.   Included  as  Exhibit  3(a)(1)  to  the
                  registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended June 26, 1992 (File No. 1-8048), and incorporated herein
                  by reference.

  4.01(b)         Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State  of the  State  of  Delaware  on  January  22,  1980.
                  Included as Exhibit 3(a)(2) to the registrant's  Annual Report
                  on Form 10-K for the fiscal year ended June 26, 1992 (File No.
                  1-8048), and incorporated herein by reference.

 4.01(c)          Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State of the State of Delaware on June 23,  1981.  Included
                  as Exhibit 3(a)(3) to the  registrant's  Annual Report on Form
                  10-K for the  fiscal  year  ended  June  26,  1992  (File  No.
                  1-8048), and incorporated herein by reference.

 4.01(d)          Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State  of the  State  of  Delaware  on  December  4,  1981.
                  Included as Exhibit 3(a)(4) to the registrant's  Annual Report
                  on Form 10-K for the fiscal year ended June 26, 1992 (File No.
                  1-8048), and incorporated herein by reference.

 4.01(e)          Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State of the  State  of  Delaware  on  December  11,  1986.
                  Included as Exhibit 3(a)(5) to the  registrant's  Registration
                  Statement on Form S-8 (File No.  33-11149),  and  incorporated
                  herein by reference.

 4.01(f)          Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State of the  State  of  Delaware  on  December  16,  1987.
                  Included  as  Exhibit  4.06 to the  registrant's  Registration
                  Statement on Form S-8 (File No.  33-53180),  and  incorporated
                  herein by reference.

 4.01(g)          Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State  of the  State  of  Delaware  on  January  10,  1990.
                  Included as Exhibit 4(c)(7) to the  registrant's  Registration
                  Statement on Form S-8 (File No.  33-37310),  and  incorporated
                  herein by reference.


                                                                   
                                      II-8

<PAGE>


 4.01(h)          Certificate   of   Amendment   to  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State of the State of Delaware on April 25, 1994.  Included
                  as Exhibit 4.01(h) to the registrant's  Registration Statement
                  on Form S-3 (File No.  33-64980),  and incorporated  herein by
                  reference.

 4.02             By-laws  of  the  registrant, as amended.  Included as Exhibit
                  4.02 to Amendment No.1 to the registrant's Registration State-
                  ment on Form S-3 (File No. 33-64980), and  incorporated herein
                  by reference.

 4.03(a)          Revolving Credit Loan Agreement  dated  January 31, 1995 among
                  TII International, Inc. ("International"),  the registrant and
                  Chemical Bank (the "Bank").  Included as Exhibit 4.1(a) to the
                  registrant's Current Report on Form 8-K dated January 31, 1995
                  (date of earliest event reported) (File No. 1-8048).

 4.03(b)          First  Amendment  dated as of August 3, 1995 to the  Revolving
                  Credit Agreement among  International,  the registrant and the
                  Bank.  Included  as  Exhibit  4(a)(1)(B)  to the  registrant's
                  Annual  Report on Form 10-K for the fiscal year ended June 30,
                  1995 (File No. 1-8048).

 *5.01            Opinion and consent of Leonard W. Suroff, Esq., counsel to the
                  registrant,  as  to  the  legality  of  the Common Stock being
                  offered.

*23.01            Consent of Arthur Andersen LLP.

*23.02            Consent of Leonard W. Suroff, Esq.(contained in Exhibit 5.01).

*24.01            Powers  of  Attorney  of certain officers and directors of the
                  registrant.

 99.01            Registrant's 1995  Stock Option Plan. Included as Exhibit A to
                  the  registrant's  Proxy Statement dated October 30, 1995, and
                  incorporated herein by reference.


- --------------
*  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "1995 PLAN", "secsgml_size_bytes": 26466}]
{"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": "033-64967", "film-number": "95601263"}, "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 13, 1995

                                                       Registration No. 33-
- --------------------------------------------------------------------------------

                       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)

                           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        price         fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share    500,000 shares   $8.0625(2)   $4,031,250(2)  $1,390.09
================================================================================

(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.
(2)   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 December 12, 1995.
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 30, 1995;

     (b) The  registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1995;

     (c) The  registrant's  Current  Report on Form 8-K dated  (date of earliest
event reported) August 15, 1995; and

     (d) The  description  of the  registrant's  Common  Stock  contained in the
registrant's  Registration  Statement  on Form 8-A filed on  November  3,  1980,
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  (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  XIII 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.

ITEM 8.           EXHIBITS.

Exhibit
Number            Description
- -------           -----------
 4.01(a)       Restated  Certification  of  Incorporation  of the registrant, as
               filed with the  Secretary  of State of the State of  Delaware  on
               December 18, 1978. Included as Exhibit 3(a)(1)
                             

                                      
                                      II-2
Exhibit
Number            Description
- -------           -----------
               to the  registrant's  Annual  Report on Form 10-K for the  fiscal
               year ended  June 26,  1992 (File No.  1-8048),  and  incorporated
               herein by reference.

 4.01(b)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of  Delaware  on  January  22,  1980.  Included  as Exhibit
               3(a)(2) to the  registrant's  Annual  Report on Form 10-K for the
               fiscal  year  ended  June  26,  1992  (File  No.   1-8048),   and
               incorporated herein by reference.

 4.01(c)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of Delaware on June 23, 1981.  Included as Exhibit  3(a)(3)
               to the  registrant's  Annual  Report on Form 10-K for the  fiscal
               year ended  June 26,  1992 (File No.  1-8048),  and  incorporated
               herein by reference.

 4.01(d)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of  Delaware  on  December  4,  1981.  Included  as Exhibit
               3(a)(4) to the  registrant's  Annual  Report on Form 10-K for the
               fiscal  year  ended  June  26,  1992  (File  No.   1-8048),   and
               incorporated herein by reference.

 4.01(e)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of  Delaware  on  December  11,  1986.  Included as Exhibit
               3(a)(5) to the  registrant's  Registration  Statement on Form S-8
               (File No. 33-11149), and incorporated herein by reference.

 4.01(f)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of Delaware on December 16, 1987.  Included as Exhibit 4.06
               to the registrant's  Registration Statement on Form S-8 (File No.
               33-53180), and incorporated herein by reference.

 4.01(g)       Certificate of Amendment of Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of  Delaware  on  January  10,  1990.  Included  as Exhibit
               4(c)(7) to the  registrant's  Registration  Statement on Form S-8
               (File No. 33-37310), and incorporated herein by reference.

 4.01(h)       Certificate of Amendment to Restated Certificate of Incorporation
               of the  registrant,  as filed with the  Secretary of State of the
               State of Delaware on April 25, 1994.  Included as Exhibit 4.01(h)
               to the registrant's  Registration Statement on Form S-3 (File No.
               33-64980), and incorporated herein by reference.

                                                                   
                                      II-3
Exhibit
Number            Description
- -------           -----------

 4.02          By-laws of the registrant, as amended.  Included  as Exhibit 4.02
               to Amendment No. 1 to the registrant's  Registration Statement on
               Form  S-3  (File  No.  33-64980),   and  incorporated  herein  by
               reference.

 4.03(a)       Revolving Credit Loan Agreement  dated January 31, 1995 among TII
               International,   Inc.   ("International"),   the  registrant  and
               Chemical  Bank (the  "Bank").  Included as Exhibit  4.1(a) to the
               registrant's  Current  Report on Form 8-K dated  January 31, 1995
               (date of earliest event reported) (File No. 1-8048).

 4.03(b)       First  Amendment  dated  as  of  August 3, 1995  to the Revolving
               Credit  Agreement  among  International,  the  registrant and the
               Bank.  Included as Exhibit 4(a)(1)(B) to the registrant's  Annual
               Report on Form 10-K for the fiscal year ended June 30, 1995 (File
               No. 1-8048).

*5.01          Opinion  and  consent  of Leonard W. Suroff, Esq., counsel to the
               registrant, as to the legality of the Common Stock being offered.

*23.01         Consent of Arthur Andersen LLP.

*23.02         Consent of Leonard W. Suroff, Esq. (contained in Exhibit 5.01).

*24.01         Powers  of  Attorney  of  certain  officers  and directors of the
               registrant.

 99.01         Registrant's 1995 Stock Option Plan. Included as Exhibit A to the
               registrant's   Proxy   Statement  dated  October  30,  1995,  and
               incorporated herein by reference.

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

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)

                                                                   
                                      II-4
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-5
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 30th day of
November, 1995.

                                              TII INDUSTRIES, INC.

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

               Pursuant to  the requirements of the Securities Act of 1933, this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 30th day of November, 1995.

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

   *ALFRED J. ROACH                          Chairman of the Board
- -----------------------------
    Alfred J. Roach

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

/s/ John T. Hyland, Jr.                      Vice President and Treasurer (Chief
- -----------------------------                Financial and Accounting Officer)
    John T. Hyland, Jr.

  *C. BRUCE BARKSDALE                        Director
- -----------------------------
   C. Bruce Barksdale

    *DOROTHY ROACH                           Director
- -----------------------------
     Dorothy Roach

    *JOSEPH C. HOGAN                         Director
- -----------------------------
     Joseph C. Hogan

                                                                   
                                      II-6
/s/ Timothy R. Graham                      Director
- -----------------------------
      Timothy R. Graham

  *JAMES R. GROVER, JR.                      Director
- -----------------------------
   James R. Grover, Jr.

 /s/ William J. Rouhana, Jr.                 Director
- -----------------------------
     William J. Rouhana, Jr.

   *WILLIAM G. SHARWELL                      Director
- -----------------------------
    William G. Sharwell

By:    /s/ Timothy J. Roach
   --------------------------
       Timothy J. Roach,
       Attorney-in-fact

                                                                   
                                      II-7
EXHIBIT INDEX

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

 4.01(a)          Restated Certification of Incorporation of the registrant,  as
                  filed with the  Secretary of State of the State of Delaware on
                  December  18,  1978.   Included  as  Exhibit  3(a)(1)  to  the
                  registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended June 26, 1992 (File No. 1-8048), and incorporated herein
                  by reference.

  4.01(b)         Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State  of the  State  of  Delaware  on  January  22,  1980.
                  Included as Exhibit 3(a)(2) to the registrant's  Annual Report
                  on Form 10-K for the fiscal year ended June 26, 1992 (File No.
                  1-8048), and incorporated herein by reference.

 4.01(c)          Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State of the State of Delaware on June 23,  1981.  Included
                  as Exhibit 3(a)(3) to the  registrant's  Annual Report on Form
                  10-K for the  fiscal  year  ended  June  26,  1992  (File  No.
                  1-8048), and incorporated herein by reference.

 4.01(d)          Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State  of the  State  of  Delaware  on  December  4,  1981.
                  Included as Exhibit 3(a)(4) to the registrant's  Annual Report
                  on Form 10-K for the fiscal year ended June 26, 1992 (File No.
                  1-8048), and incorporated herein by reference.

 4.01(e)          Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State of the  State  of  Delaware  on  December  11,  1986.
                  Included as Exhibit 3(a)(5) to the  registrant's  Registration
                  Statement on Form S-8 (File No.  33-11149),  and  incorporated
                  herein by reference.

 4.01(f)          Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State of the  State  of  Delaware  on  December  16,  1987.
                  Included  as  Exhibit  4.06 to the  registrant's  Registration
                  Statement on Form S-8 (File No.  33-53180),  and  incorporated
                  herein by reference.

 4.01(g)          Certificate   of   Amendment   of  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State  of the  State  of  Delaware  on  January  10,  1990.
                  Included as Exhibit 4(c)(7) to the  registrant's  Registration
                  Statement on Form S-8 (File No.  33-37310),  and  incorporated
                  herein by reference.

                                                                   
                                      II-8
4.01(h)          Certificate   of   Amendment   to  Restated   Certificate   of
                  Incorporation  of the registrant,  as filed with the Secretary
                  of State of the State of Delaware on April 25, 1994.  Included
                  as Exhibit 4.01(h) to the registrant's  Registration Statement
                  on Form S-3 (File No.  33-64980),  and incorporated  herein by
                  reference.

 4.02             By-laws  of  the  registrant, as amended.  Included as Exhibit
                  4.02 to Amendment No.1 to the registrant's Registration State-
                  ment on Form S-3 (File No. 33-64980), and  incorporated herein
                  by reference.

 4.03(a)          Revolving Credit Loan Agreement  dated  January 31, 1995 among
                  TII International, Inc. ("International"),  the registrant and
                  Chemical Bank (the "Bank").  Included as Exhibit 4.1(a) to the
                  registrant's Current Report on Form 8-K dated January 31, 1995
                  (date of earliest event reported) (File No. 1-8048).

 4.03(b)          First  Amendment  dated as of August 3, 1995 to the  Revolving
                  Credit Agreement among  International,  the registrant and the
                  Bank.  Included  as  Exhibit  4(a)(1)(B)  to the  registrant's
                  Annual  Report on Form 10-K for the fiscal year ended June 30,
                  1995 (File No. 1-8048).

 *5.01            Opinion and consent of Leonard W. Suroff, Esq., counsel to the
                  registrant,  as  to  the  legality  of  the Common Stock being
                  offered.

*23.01            Consent of Arthur Andersen LLP.

*23.02            Consent of Leonard W. Suroff, Esq.(contained in Exhibit 5.01).

*24.01            Powers  of  Attorney  of certain officers and directors of the
                  registrant.

 99.01            Registrant's 1995  Stock Option Plan. Included as Exhibit A to
                  the  registrant's  Proxy Statement dated October 30, 1995, and
                  incorporated herein by reference.

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