SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TII INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
872479 10 0
(CUSIP Number)
Timothy J. Roach
c/o TII Industries, Inc.
1385 Akron Street
________________Copiague, New York 11726________________
(Person Authorized to Receive Notices and Communications)
___________________February 20, 1995____________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the state-
ment [ ]. A fee is not required only if the reporting per-
son: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less
of such class. (See Rule 13d-7.)
Page 1 of 10 Pages
<PAGE>
CUSIP No. 872479 10 0 Page 2 of 10 Pages
Response to Question 1: Alfred J. Roach
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: PF
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 1,284,116
Response to Question 8: 0
Response to Question 9: 1,284,116
Response to Question 10: 0
Response to Question 11: 1,284,116
Response to Question 12: N/A
Response to Question 13: 26.0%
Response to Question 14: IN
<PAGE>
Cusip No. 872479 10 0 Page 3 of 10 Pages
Response to Question 1: Dorothy Roach
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: PF
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 60,704
Response to Question 8: 0
Response to Question 9: 60,704
Response to Question 10: 0
Response to Question 11: 60,704
Response to Question 12: N/A
Response to Question 13: 1.5%
Response to Question 14: IN
<PAGE>
Cusip No. 872479 10 0 Page 4 of 10 Pages
Response to Question 1: Timothy J. Roach
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: PF
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 481,253
Response to Question 8: 0
Response to Question 9: 481,253
Response to Question 10: 0
Response to Question 11: 481,253
Response to Question 12: N/A
Response to Question 13: 11.5%
Response to Question 14: IN
<PAGE>
Cusip No. 872479 10 0 Page 5 of 10 Pages
INTRODUCTION
This amendment to the Schedule 13D (the "Joint Sched-
ule 13D") is being filed jointly by Alfred J. Roach, Dorothy
Roach and Timothy J. Roach (the "Reporting Persons"). In con-
nection with a private placement (the "Private Placement") of
securities by TII Industries, Inc. (the "Company"), the issuer
of the security to which this amendment pertains, a Voting
Agreement, dated June 2, 1992, as amended on July 2, 1992 (the
"Voting Agreement"), was entered into by the Reporting Persons
with WinStar Companies, Inc., a Delaware corporation, WinStar
Services, Inc., a Delaware corporation, WinStar Venture II,
Inc., a Delaware corporation, William J. Rouhana, Jr., Timothy
R. Graham and Fredric E. von Stange (collectively, the "WinStar
Investors") by virtue of which the Reporting Persons and the
WinStar Investors may have been deemed a "group." The Voting
Agreement was voluntarily terminated by the Reporting Persons
and the WinStar Investors as of February 20, 1995.
Contemporaneous with the filing of this amendment to
the Joint Schedule 13D, two of the Reporting Persons (Alfred J.
Roach and Timothy J. Roach) are filing separate amendments to
their respective Schedule 13Ds (the "Separate Schedule 13Ds").
This Joint Schedule 13D is being filed to reflect the termina-
tion of the Voting Agreement and fact that the Reporting Persons
will no longer be considered a "group" or part of a "group" with
the WinStar Investors. The amendments to the Separate Schedule
13Ds are being filed to reflect the separate stock ownership of
each of Alfred J. Roach and Timothy J. Roach after the termina-
tion of the Voting Agreement.
Except as to the Items set out below, no changes have
occurred to the answer of any Items of this Joint Schedule 13D
from the information last reported in respect of such Items.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Company.
Item 6 is amended in its entirety to read as follows:
In connection with the Private Placement, the Report-
ing Persons and the WinStar Investors entered into the Voting
Agreement, the material terms of which were described in the
Schedule 13D (dated August 20, 1992) filed jointly by the
Reporting Persons. The Voting Agreement was voluntarily termi-
nated by the Reporting Persons and the WinStar Investors as of
February 20, 1995.
<PAGE>
Cusip No. 872479 10 0 Page 6 of 10 Pages
Item 7. Materials to be filed as Exhibits.
Item 7 is amended to add the following additional
exhibits:
1(b). Agreement, dated March 24, 1995, between the
Reporting Persons with respect to their joint filing of the
amendment to the Schedule 13D.
9(c). Agreement, dated as of February 20, 1995, to
terminate the Voting Agreement.
<PAGE>
Cusip No. 872479 10 0 Page 7 of 10 Pages
Signatures
After reasonable inquiry and to the best of the knowl-
edge and belief of the undersigned, the undersigned certify that
the information set forth in this statement is true, complete
and correct.
Dated: March 30, 1995
/s/ Alfred J. Roach__________
Alfred J. Roach
/s/ Dorothy Roach____________
Dorothy Roach
/s/ Timothy J. Roach_________
Timothy J. Roach
Cusip No. 872479 10 0 Page 8 of 10 Pages
Exhibit 1(b)
The undersigned agree that the amendment to the
Schedule 13D to which this Agreement is attached is filed on
behalf of each of them.
Dated: March 30, 1995
/s/ Alfred J. Roach____________________
Alfred J. Roach
/s/ Dorothy Roach______________________
Dorothy Roach
/s/ Timothy J. Roach___________________
Timothy J. Roach
CUSIP No. 872479 10 0 Page 9 of 10 Pages
Exhibit 9(c)
AMENDMENT TO VOTING AGREEMENT
AMENDMENT TO VOTING AGREEMENT, made as of the 20th day
of February 1995, by and among Alfred J. Roach, Timothy J. Roach
and Dorothy Roach (collectively, the "Roach Family") and WinStar
Services, Inc. and WinStar Companies, Inc., each a delaware cor-
poration (collectively, "WinStar"), William J. Rouhana, Jr.,
Fredric E. von Stange and Timothy Graham (such individuals
collectively with WinStar, the "WinStar Investors"), and WinStar
Venture II, Inc. ("Venture"), a Delaware corporation.
W I T N E S S E T H :
WHEREAS, all of the parties hereto other than Venture
is a party to a certain Voting Agreement, dated June 2, 1992
("Voting Agreement"); and
NOW THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt and suf-
ficiency of which is hereby acknowledged, the parties hereby
agree to terminate the Voting Agreement effective as of the date
herewith:
IN WITNESS WHEREOF, the parties have executed this
Amendment to Voting Agreement as of the date above written:
/s/ Alfred J. Roach___________
ALFRED J. ROACH
/s/ Timothy J. Roach__________
TIMOTHY J. ROACH
/s/ Dorothy J. Roach__________
DOROTHY J. ROACH
WINSTAR SERVICES, INC.
By: /s/ William J. Rouhana, Jr. /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr., WILLIAM J. ROUHANA, JR.
President
<PAGE>
Cusip No. 872479 10 0 Page 10 of 10 Pages
WINSTAR COMPANIES, INC.
/s/ Frederic E. Von Stange
FREDERIC E. VON STANGE
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
President
WINSTAR COMPANIES, INC.
/s/ Timothy Graham_____
TIMOTHY GRAHAM
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
President
