As filed with the Securities and Exchange Commission on November 15, 2004
                                                           Registration No. 333-

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

       2003 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                 (Full title of the plan)

                           Timothy J. Roach, President
                         TII Network Technologies, 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
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)
-------------------------------------------------------------------------------------------------------------------
<C>                                     <C>                  <C>                 <C>               <C>
Common Stock, $.01 par value,
and associated Series D Junior
Participating Preferred Stock,
$1.00 par value, Purchase Rights(3)     500,000 shs          $1.33               $665,000.00       $84.26

</TABLE>
--------------------------------------------------------------------------------
(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      2003 Non-Employee Director 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 November 12, 2004.
(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 25, 2004;

         (b) The  registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter ended September 24, 2004.

         (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(a)(4)  Certificate of Amendment of the Company's Certificate of Incorporation,
         as filed  with the  Secretary  of State  of the  State of  Delaware  on
         December  5, 2001.  Incorporated  by  reference  to Exhibit  4.1 to the
         Company's  Current  Report on Form 8-K dated  (dated of earliest  event
         reported) December 5, 2001 (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 Jenkens & Gilchrist  Parker Chapin LLP as to the legality of
         the Common Stock being offered and consent.

23(a)*   Consent of KPMG 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.

99(a)*   Registrant's 2003 Non-Employee Director Stock Option Plan, as amended.

99(b)*   Form of Stock Option  Contract  under  Registrant's  2003  Non-Employee
         Director Stock Option Plan, as amended, for an initial option grant.

99(c)*   Form of Stock Option  Contract  under  Registrant's  2003  Non-Employee
         Director Stock Option Plan, as amended, for annual option grants.

------------------
*  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 15th day of
November, 2004.

                                        TII NETWORK TECHNOLOGIES, 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 15th day of November, 2004.

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

                                    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
--------------------------------    (Chief Financial and Accounting Officer)
     Kenneth A. Paladino

                                    Director
--------------------------------
       C. Bruce Barksdale

/s/ Mark T. Bradshaw                Director
--------------------------------
        Mark T. Bradshaw

/s/ Lawrence M. Fodrowski           Director
--------------------------------
     Lawrence M. Fodrowski

/s/ R. D. Garwood                   Director
--------------------------------
       R.D. Garwood

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

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

--------------------------------
     Charles H. House



                                      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(a)(4)  Certificate of Amendment of the Company's Certificate of Incorporation,
         as filed  with the  Secretary  of State  of the  State of  Delaware  on
         December  5, 2001.  Incorporated  by  reference  to Exhibit  4.1 to the
         Company's  Current  Report on Form 8-K dated  (dated of earliest  event
         reported) December 5, 2001 (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 Jenkens & Gilchrist  Parker Chapin LLP as to the legality of
         the Common Stock being offered and consent.

23(a)*   Consent of KPMG 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.

99(a)*   Registrant's 2003 Non-Employee Director Stock Option Plan, as amended.

99(b)*   Form of Stock Option  Contract  under  Registrant's  2003  Non-Employee
         Director Stock Option Plan, as amended, for an initial option grant.

99(c)*   Form of Stock Option  Contract  under  Registrant's  2003  Non-Employee
         Director Stock Option Plan, as amended, for annual option grants.

----------------------
*  Filed herewith.
+  Filed  as  part  of  the  signature  page  of the  original  filing  of  this
Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "fs8-11152004.txt", "description": "NOVEMBER 15, 2004", "secsgml_size_bytes": 21904}]
{"company-data": {"conformed-name": "TII NETWORK TECHNOLOGIES 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": "333-120509", "film-number": "041146218"}, "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"}, "former-company": {"former-conformed-name": "TII INDUSTRIES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 15, 2004
                                                           Registration No. 333-

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

       2003 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                 (Full title of the plan)

                           Timothy J. Roach, President
                         TII Network Technologies, 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
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)     500,000 shs          $1.33               $665,000.00       $84.26
--------------------------------------------------------------------------------
(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      2003 Non-Employee Director 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 November 12, 2004.
(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 25, 2004;

         (b) The  registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter ended September 24, 2004.

         (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(a)(4)  Certificate of Amendment of the Company's Certificate of Incorporation,
         as filed  with the  Secretary  of State  of the  State of  Delaware  on
         December  5, 2001.  Incorporated  by  reference  to Exhibit  4.1 to the
         Company's  Current  Report on Form 8-K dated  (dated of earliest  event
         reported) December 5, 2001 (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 Jenkens & Gilchrist  Parker Chapin LLP as to the legality of
         the Common Stock being offered and consent.

23(a)*   Consent of KPMG 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.

99(a)*   Registrant's 2003 Non-Employee Director Stock Option Plan, as amended.

99(b)*   Form of Stock Option  Contract  under  Registrant's  2003  Non-Employee
         Director Stock Option Plan, as amended, for an initial option grant.

99(c)*   Form of Stock Option  Contract  under  Registrant's  2003  Non-Employee
         Director Stock Option Plan, as amended, for annual option grants.

------------------
*  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 15th day of
November, 2004.

                                        TII NETWORK TECHNOLOGIES, 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 15th day of November, 2004.

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

                                    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
--------------------------------    (Chief Financial and Accounting Officer)
     Kenneth A. Paladino

                                    Director
--------------------------------
       C. Bruce Barksdale

/s/ Mark T. Bradshaw                Director
--------------------------------
        Mark T. Bradshaw

/s/ Lawrence M. Fodrowski           Director
--------------------------------
     Lawrence M. Fodrowski

/s/ R. D. Garwood                   Director
--------------------------------
       R.D. Garwood

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

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

--------------------------------
     Charles H. House

                                      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(a)(4)  Certificate of Amendment of the Company's Certificate of Incorporation,
         as filed  with the  Secretary  of State  of the  State of  Delaware  on
         December  5, 2001.  Incorporated  by  reference  to Exhibit  4.1 to the
         Company's  Current  Report on Form 8-K dated  (dated of earliest  event
         reported) December 5, 2001 (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 Jenkens & Gilchrist  Parker Chapin LLP as to the legality of
         the Common Stock being offered and consent.

23(a)*   Consent of KPMG 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.

99(a)*   Registrant's 2003 Non-Employee Director Stock Option Plan, as amended.

99(b)*   Form of Stock Option  Contract  under  Registrant's  2003  Non-Employee
         Director Stock Option Plan, as amended, for an initial option grant.

99(c)*   Form of Stock Option  Contract  under  Registrant's  2003  Non-Employee
         Director Stock Option Plan, as amended, for annual option grants.

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