SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): December 5, 2001

                              TII INDUSTRIES, INC.
                -------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                    DELAWARE
                                    --------
                            (State of Incorporation)


               1-8048                                66-0328885
    ------------------------------       ---------------------------------
    (Commission File No.)                (IRS Employer Identification No.)



           1385 Akron Street, Copiague, New York           11726
           -------------------------------------       -------------
           (Address of Principal Executive Offices)    (Zip Code)


                                 (631) 789-5000
               ---------------------------------------------------
               (Registrant's telephone number, including area code


                                 Not Applicable
           -----------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





Item 5.      Other Events
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             (a) On December 5, 2001,  the  Company's  stockholders  approved an
amendment to the Company's  Restated  Certificate of Incorporation to change the
Company's  name from "TII  Industries,  Inc" to "TII  Network  Technologies".  A
Certificate of Amendment of the Certificate of Incorporation to reflect the name
change  was  filed  with the  Secretary  of State of the  State of  Delaware  on
December 5, 2001.  The  amendment  will be effective  12:01 a.m. on December 10,
2001.  The trading  symbol for the Company's  common stock will remain "TIII" on
the Nasdaq National Market System.

             (b) On  December 5, 2001, the  Company  issued  the  press  release
attached hereto as Exhibit 99.1.

Item 7.      Financial Statements and Exhibits
-------      ---------------------------------

             (a)   Financial statements: None.

             (b)   Pro Forma Financial Information: None

             (b)   Exhibits.

             4.1   Certificate  of Amendment  of the  Company's  Certificate  of
                   Incorporation  as filed  with the  Secretary  of State of the
                   State of Delaware on December 5, 2001.

             99.1  Press release dated December 5, 2001.

                                   SIGNATURES
                                   ----------

             Pursuant to the  requirements  of the  Securities  Exchange  Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                            TII INDUSTRIES, INC.



Dated:  December 5, 2001                    By:  /s/ Timothy J. Roach
                                                 -------------------------------
                                                 Timothy J. Roach,
                                                 President

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                                  EXHIBIT INDEX
                                  -------------


Exhibit No.    Description
-----------    -----------

4.1            Certificate   of  Amendment  of  the  Company's   Certificate  of
               Incorporation  as filed with the  Secretary of State of the State
               of Delaware on December 5, 2001.

99.1           Press release dated December 5, 2001.






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