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 and Chief Executive Officer
                              TII Industries, Inc.
                                1385 Akron Street
                            Copiague, New York 11726
                     (Name and address of agent for service)

                                 (631) 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.

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                 <C>               <C>
Common Stock, $.01 par value            273,841 shares       $ 1.06 (2)          $ 290,271 (2)     $  72.57
                                         40,000 shares       $ 1.10 (2)          $  44,000 (2)     $  11.00
                                        686,159 shares       $ 0.60 (3)          $ 411,695 (3)     $ 102.92
---------------------------------------------------------------------------------------------------------------
 Total                                1,000,000 shares                                             $ 186.49
---------------------------------------------------------------------------------------------------------------
</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 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 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 September 27, 2001.

<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.  333-68579,  filed with the  Commission  on  December 9, 1998 are
hereby incorporated by reference with the exception of Exhibits 5, 23(a), 23(b),
24 and 99 listed in Item 8, which are provided herewith.

         Item 8.  Exhibits.
         -------  --------

                  5     Opinion of Jenkens & Gilchrist Parker Chapin LLP as to
                          the legality of the securities being registered.

                  23(a)  Consent of Arthur Andersen LLP.

                  23(b)  Consent of Jenkens & Gilchrist Parker Chapin LLP
                         (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     1998 Stock Option Plan, as amended. Incorporated by
                         reference to Exhibit 10 (a) (4) contained in the
                         Company's Annual Report on Form 10-K for the fiscal
                         year ended June 29, 2001 (File No. 1-8048).

<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 2nd day of
October, 2001.

                                        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,  Kenneth A.
Paladino 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 2nd day of October, 2001.

              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/ Kenneth A. Paladino                    Vice President-Finance and Treasurer
---------------------------------
     Kenneth A. Paladino

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

 /s/ George S. Katsarakes                   Director
---------------------------------
     George S. Katsarakes

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

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

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

 /s/ R. Dave Garwood                        Director
---------------------------------
     R. Dave Garwood

<PAGE>

                                  EXHIBIT INDEX

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

5*           Opinion of Jenkens & Gilchrist Parker Chapin LLP as to the legality
             of the securities being registered.

23(a)*       Consent of Arthur Andersen LLP.

23(b)*       Consent of Jenkens &  Gilchrist  Parker  Chapin  LLP  (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           1998 Stock Option Plan,  as amended.  Incorporated  by reference to
             Exhibit 10 (a) (4) contained in the Company's Annual Report on Form
             10-K for the fiscal year ended June 29, 2001 (File No. 1-8048).

--------------
*  Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "d746803_3.txt", "description": "FORM S-8 SOP", "secsgml_size_bytes": 9137}]
{"company-data": {"conformed-name": "TII INDUSTRIES INC", "cik": "0000277928", "assigned-sic": "3613", "irs-number": "660328885", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70716", "film-number": "1750522"}, "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)

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 (631) 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           Amount of
each class                              Amount               offering            aggregate         registration
Of securities                           to be                price peR           offering          fee
To be registered                        registered(1)        share               price

-------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value            273,841 shares       $ 1.06 (2)          $ 290,271 (2)     $  72.57
                                         40,000 shares       $ 1.10 (2)          $  44,000 (2)     $  11.00
                                        686,159 shares       $ 0.60 (3)          $ 411,695 (3)     $ 102.92
---------------------------------------------------------------------------------------------------------------
 Total                                1,000,000 shares                                             $ 186.49
---------------------------------------------------------------------------------------------------------------
(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 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 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 September 27, 2001.
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.  333-68579,  filed with the  Commission  on  December 9, 1998 are
hereby incorporated by reference with the exception of Exhibits 5, 23(a), 23(b),
24 and 99 listed in Item 8, which are provided herewith.

         Item 8.  Exhibits.
         -------  --------

                  5     Opinion of Jenkens & Gilchrist Parker Chapin LLP as to
                          the legality of the securities being registered.

                  23(a)  Consent of Arthur Andersen LLP.

                  23(b)  Consent of Jenkens & Gilchrist Parker Chapin LLP
                         (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     1998 Stock Option Plan, as amended. Incorporated by
                         reference to Exhibit 10 (a) (4) contained in the
                         Company's Annual Report on Form 10-K for the fiscal
                         year ended June 29, 2001 (File No. 1-8048).
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 2nd day of
October, 2001.

                                        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,  Kenneth A.
Paladino 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 2nd day of October, 2001.

              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/ Kenneth A. Paladino                    Vice President-Finance and Treasurer
---------------------------------
     Kenneth A. Paladino

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

 /s/ George S. Katsarakes                   Director
---------------------------------
     George S. Katsarakes

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

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

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

 /s/ R. Dave Garwood                        Director
---------------------------------
     R. Dave Garwood
EXHIBIT INDEX

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

5*           Opinion of Jenkens & Gilchrist Parker Chapin LLP as to the legality
             of the securities being registered.

23(a)*       Consent of Arthur Andersen LLP.

23(b)*       Consent of Jenkens &  Gilchrist  Parker  Chapin  LLP  (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           1998 Stock Option Plan,  as amended.  Incorporated  by reference to
             Exhibit 10 (a) (4) contained in the Company's Annual Report on Form
             10-K for the fiscal year ended June 29, 2001 (File No. 1-8048).

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