TII INDUSTRIES INC
10-C, 1995-08-16
SWITCHGEAR & SWITCHBOARD APPARATUS
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                                       UNITED STATES
                              SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549


                                          Form 10-C

                            REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                                     INTERDEALER QUOTATION SYSTEM

  Filed pursuant to Section 13 or 15(d) of the Securities Exchange  Act of 1934
  and Rule 13a-17 or 15d-17 thereunder


                              TII INDUSTRIES, INC.                       
                    (Exact name of issuer as specified in charter)

                         1385 Akron Street, Copiague, New York 11726         
                           (Address of principal executive offices)

            Issuer's telephone number, including area code   516-789-5000    


                               I. CHANGE IN NUMBER OF SHARES OUTSTANDING

  Indicate any change (increase or decrease) of 5% or more in the number of
  shares outstanding:

  1.    Title of security   Common Stock, $.01 par value            

  2.    Number of shares outstanding before the change   4,037,746  

  3.    Number of shares outstanding after the change    6,620,192  

  4.    Effective date of change  5% increase occurred on various  dates thru
        August 5, 1995 

  5.    Method of change:
        Specify method (such as merger, acquisition, exchange, distribution,
        stock split, reverse split, acquisition of stock for treasury, etc.)
        Exercise of stock options, warrants and unit purchase options    
                                       

        Give brief description of transaction Exercise of stock  options,
        warrants and unit purchase options                  



                                     II. CHANGE IN NAME OF ISSUER


   1.    Name prior to change                                        

   2.    Name after change                                           

   3.    Effective date of charter amendment changing name           

   4.    Date of shareholder approval of change, if required         

    Date   August 15, 1995                   /s/ Richard Bankosky  
                                             Richard Bankosky             
                                             Vice President-Finance and
                                             Chief Financial Officer
               











































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