EXHIBIT 24


                              CONFIRMING STATEMENT



         This  Statement  confirms that the  undersigned,  Nisar  Chaudhry,  has
authorized and  designated  Timothy J. Roach,  Kenneth A.  Paladino,  Leonard W.
Suroff and Virginia Hall, or any one or more of them, to execute and file on the
undersigned's  behalf all Forms 3, 4 and 5 and Schedules 13D and 13G  (including
any amendments to any of the foregoing)  that the undersigned may be required to
file  with  the U.S.  Securities  and  Exchange  Commission  as a result  of the
undersigned's  ownership  of  or  transactions  in  securities  of  TII  Network
Technologies,   Inc.  This   Confirming   Statement  shall  continue  until  the
undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and
13G with regard to the undersigned's  ownership of or transactions in securities
of TII Network  Technologies,  Inc., or such earlier time as the  aforementioned
individuals  receive  written  revocation of the powers  conferred  hereby.  The
undersigned acknowledges that Timothy J. Roach, Kenneth A. Paladino,  Leonard W.
Suroff  and  Virginia   Hall  are  not   assuming   any  of  the   undersigned's
responsibilities  to comply with  Section 16 of the  Securities  Exchange Act of
1934.



                                                       /s/ Nisar Chaudhry
Date:    December 9, 2004                              -------------------------
                                                       Nisar Chaudhry