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)

                             1986 STOCK OPTION PLAN
                            (Full title of the plan)

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

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

                                 with a copy to:

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

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

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                        Proposed     Proposed
Title of                                maximum      maximum
each class             Amount           offering     aggregate      Amount of
of securities          to be            price per    offering       registration
to be registered       registered(1)    share (2)    price (2)      fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share    508,000 shs      $4.625     $2,349,500      $   810.17
                        178,000 shs      $5.125     $  912,250      $   314.57
                         22,000 shs      $ 6.75     $  148,500      $    51.21
                         25,000 shs      $ 5.25     $  131,250      $    45.26
                         17,000 shs      $7.375     $  125,375      $    43.23
- --------------------------------------------------------------------------------
Total                   750,000 shares              $3,666,875      $ 1,264.44
- --------------------------------------------------------------------------------



                                                                          
                                 

<PAGE>



(1)    Pursuant to Rule 416(b),  there shall also be deemed  covered  hereby all
       additional securities resulting from anti-dilution  adjustments under the
       1986 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.



                                                                          

<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 Certificate 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. 33-11449), 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 through October 15,
                     1993.   Included as  Exhibit 4.02 to the registrant's Regi-
                     stration  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 repor-
                     ted) (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  1986 Stock Option Plan, as amended.  Included
                     as  Exhibit  10(a)(2)(ii) to the Company's Annual Report on
                     Form 10-K for the fiscal year ended June 24, 1994 (File No.
                     1-8048), 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-4

<PAGE>



          (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-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-8

<PAGE>




                                  EXHIBIT INDEX

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

 4.01(a)             Restated Certificate 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. 33-11449), 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.


                                                                          

<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 through October 15,
                     1993.   Included  as Exhibit 4.02 to the registrant's Regi-
                     stration  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 regi-
                     strant 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).

*5.0                 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  1986 Stock  Option Plan.  Included as Exhibit
                     10(a)(2)(ii) to the Company's  Annual  Report  on Form 10-K
                     for the fiscal year ended June 24, 1994 (File  No. 1-8048),
                     and incorporated herein by reference.

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


                                                                          

<PAGE>
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{"company-data": {"conformed-name": "TII INDUSTRIES INC", "cik": "0000277928", "assigned-sic": "3613", "irs-number": "660328885", "state-of-incorporation": "DE", "fiscal-year-end": "0629"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64961", "film-number": "95601256"}, "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)

                             1986 STOCK OPTION PLAN
                            (Full title of the plan)

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

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

                                 with a copy to:

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

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

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                        Proposed     Proposed
Title of                                maximum      maximum
each class             Amount           offering     aggregate      Amount of
of securities          to be            price per    offering       registration
to be registered       registered(1)    share (2)    price (2)      fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share    508,000 shs      $4.625     $2,349,500      $   810.17
                        178,000 shs      $5.125     $  912,250      $   314.57
                         22,000 shs      $ 6.75     $  148,500      $    51.21
                         25,000 shs      $ 5.25     $  131,250      $    45.26
                         17,000 shs      $7.375     $  125,375      $    43.23
- --------------------------------------------------------------------------------
Total                   750,000 shares              $3,666,875      $ 1,264.44
- --------------------------------------------------------------------------------
(1)    Pursuant to Rule 416(b),  there shall also be deemed  covered  hereby all
       additional securities resulting from anti-dilution  adjustments under the
       1986 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.
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 Certificate 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. 33-11449), 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 through October 15,
                     1993.   Included as  Exhibit 4.02 to the registrant's Regi-
                     stration  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 repor-
                     ted) (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  1986 Stock Option Plan, as amended.  Included
                     as  Exhibit  10(a)(2)(ii) to the Company's Annual Report on
                     Form 10-K for the fiscal year ended June 24, 1994 (File No.
                     1-8048), 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-4
(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-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-8
EXHIBIT INDEX

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

 4.01(a)             Restated Certificate 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. 33-11449), 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.

 4.02                By-laws  of  the registrant, as amended through October 15,
                     1993.   Included  as Exhibit 4.02 to the registrant's Regi-
                     stration  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 regi-
                     strant 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).

*5.0                 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  1986 Stock  Option Plan.  Included as Exhibit
                     10(a)(2)(ii) to the Company's  Annual  Report  on Form 10-K
                     for the fiscal year ended June 24, 1994 (File  No. 1-8048),
                     and incorporated herein by reference.

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