TII INDUSTRIES, INC.
1385 Akron Street
Copiague, New York 11729
(516) 789-5000
December 29, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Ms. Dorine Hammond Miller
Re: REGISTRATION STATEMENT NO. 333-38467
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Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933,
TII Industries, Inc. (the "Company") hereby applies for the withdrawal of the
above-captioned Registration Statement and all amendments and exhibits thereto
as the Company has determined to no longer proceed to offer the Common Stock
contemplated to be offered by said Registration Statement due to the fact that
it remains unlikely that the Common Stock which had been proposed for sale could
be sold at a price acceptable to the Company at least until significant sales
from new contracts described in the Registration Statement are generated. No
sales have been made under said Registration Statement.
Very truly yours,
TII INDUSTRIES, INC.
/S/ TIMOTHY J. ROACH
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Timothy J. Roach,
President
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