SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TONTINE PARTNERS L P (Last) (First) (Middle) C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE 1ST FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/19/2007	3. Issuer Name and Ticker or Trading Symbol TOWER TECH HOLDINGS INC. [ TWRT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share	4,897,003	I(1)(2)(3)(4)	See Footnote(1)(2)(3)(4)
Common Stock, $0.001 par value per share	3,196,136	I(1)(2)(3)(4)	See Footnote(1)(2)(3)(4)
Common Stock, $0.001 par value per share	2,625,000	I(1)(2)(3)(4)	See Footnote(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* TONTINE PARTNERS L P (Last) (First) (Middle) C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE 1ST FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TONTINE MANAGEMENT LLC (Last) (First) (Middle) C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE 1ST FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TONTINE OVERSEAS ASSOCIATES LLC (Last) (First) (Middle) C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE 1ST FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tontine 25 Overseas Master Fund, L.P. (Last) (First) (Middle) C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE 1ST FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This report is filed jointly by Tontine Partners, L.P., a Delaware limited partnership ("TP"), Tontine Management, L.L.C., a Delaware limited liability company ("TM"), Tontine Overseas Associates, L.L.C., a Delaware limited liability company ("TOA"), and Tontine 25 Overseas Master Fund, L.P., a Cayman Islands limited partnership ("T25"). Jeffrey L. Gendell ("Mr. Gendell") is the managing member of: (a) TM, the general partner of TP; (b) TOA, the investment advisor of Tontine Overseas Fund, Ltd., a Cayman Islands exempted company ("TOF"); (c) Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), the general partner of T25 and of Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"); and (d) Tontine Capital Overseas GP, L.L.C., ("TCO"), the general partner of Tontine Capital Overseas Master Fund, a Cayman Islands limited partnership ("TMF").

2. TM, TOA and TCM directly own 0 shares of the Common Stock. TP directly owns 4,897,003 shares of Common Stock. TOF directly owns 3,196,136 shares of Common Stock. T25 directly owns 2,625,000 shares of Common Stock. The foregoing shares held by TP may be deemed to be beneficially owned by TM. The foregoing shares held by TOF may be deemed to be beneficially owned by TOA. The foregoing shares held by T25 may be deemed to be beneficially owned by TCM.

3. TM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TM or representing TM's pro rata interest in, and interest in the profits of, TP. TOA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TOA or representing TOA's pro rata interest in, and interest in the profits of, TOF.

4. Previously, TCP, TCM, TCO, TMF and Mr. Gendell filed a joint Initial Statement of Beneficial Ownership on Form 3 and a joint Statement of Changes in Beneficial Ownership on Form 4 with respect to the securities of the Issuer. TP, TM, TOA and T25 expect to join with such group for purposes of future reports filed with respect to the securities of the Issuer. Concurrently with the filing of this report, Mr. Gendell, TCP, TCM, TCO, TMF, TP, TM, TOA and T25 are jointly filing a Statement of Changes in Beneficial Ownership on Form 4 with respect to their direct and indirect beneficial ownership of Common Stock of the Issuer as of October 19, 2007.

	Tontine Partners, L.P., By: its General Partner, Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell	10/23/2007
	Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell	10/23/2007
	Tontine Overseas Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell	10/23/2007
	Tontine 25 Overseas Master Fund, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell	10/23/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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