S-8

As filed with the Securities and Exchange Commission on May 17, 2006

Registration No. 333-                

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________

TII NETWORK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	66-0328885 (I.R.S. Employer Identification No.)
1385 Akron Street, Copiague, New York (Address of Principal Executive Offices)	11726 (Zip Code)

2005 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

Timothy J. Roach, President
TII Network Technologies, Inc.
1385 Akron Street
Copiague, New York 11726
(Name and address of agent for service)

(631) 789-5000
(Telephone number, including area code, of agent for service)

with a copy to:

Leonard W. Suroff, Esq.
1385 Akron Street
Copiague, New York 11726

Approximate date of commencement of proposed sale to public:  As soon as practicable after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Common Stock, $.01 par value (3)	200,000 shs	$2.26	$452,000	$48.37

(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all additional securities resulting from anti-dilution adjustments under the 2005 Employee Stock Purchase Plan.

(2) Estimated solely for the purpose of calculating the registration fee on the basis of, pursuant to Rules 457(h), the average of the high and low sales prices of the registrant’s Common Stock on the NASDAQ Capital Market on May 12, 2006.

(3) Includes associated rights to purchase shares of the registrant’s Series D Junior Participating Preferred Stock. Until the occurrence of certain prescribed events, none of which has occurred, the rights are not detachable from the Common Stock nor exercisable and will be transferred along with and only with the Common Stock. Accordingly, no separate registration fee is payable with respect thereto.

PART I.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement on Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents heretofore filed by the Company with the Commission under File No. 1-8048 pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “1934 Act”) are incorporated herein by reference:

        (a)        The registrant’s Transition Report on Form 10-K/T for the six months ended December 31, 2005;

        (b)        The registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006;

        (c)        The registrant’s Current Report on Form 8-K dated (date of earliest event reported) April 18, 2006 filed with the Commission on April 21, 2006; and

        (d)        The description of the registrant’s Common Stock contained in the registrant’s Registration Statement on Form 8-A filed on November 3, 1980 under the 1934 Act and the description of the Company’s Series D Junior Participating Preferred Stock Purchase Rights contained in the Company’s Registration Statement on Form 8-A as filed May 15, 1998 under the 1934 Act, including any amendment or report filed for the purpose of updating such descriptions.

        All documents filed subsequent to the date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.

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Item 6. Indemnification of Directors and Officers.

        Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides, in general, that a corporation incorporated under the laws of the State of Delaware, such as the registrant, may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding , whether civil, criminal, administrative or investigative (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court determines such person is fairly and reasonably entitled to indemnity for such expenses. Article XII of the registrant’s By-laws provides that the registrant shall so indemnify such persons.

        In addition, Article 12 of the registrant’s Restated Certificate of Incorporation, as amended, provides, in general, that no director of the registrant shall be personally liable to the registrant or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL (which provides that, under certain circumstances, directors may be jointly and severally liable for willful or negligent violations of the DGCL provisions regarding the payment of dividends or stock repurchases or redemptions), as the same exists or hereafter may be amended; or (iv) for any transaction from which the director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

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Item 8. Exhibits.

Exhibit
Number
Description

4(a)(1) Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on December 10, 1996. Incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 1996 (File No. 1-8048).

4(a)(2) Certificate of Designation, as filed with the Secretary of State of the State of Delaware on January 26, 1998. Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) January 26, 1998 (File No. 1-8048).

4(a)(3) Certificate of Designation, as filed with the Secretary of State of the State of Delaware on May 15, 1998. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) May 7, 1998 (File No. 1-8048).

4(a)(4) 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. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated (dated of earliest event reported) December 5, 2001 (File No. 1-8048).

4(b) By-laws of the Company, as amended. Incorporated by reference to Exhibit 4.02 to Amendment No. 1 to the Company’s Registration Statement on Form S-3 (File No. 33- 64980).

4(c) Rights Agreement, dated as of May 15, 1998, between the Company and Harris Trust of Chicago. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) May 7, 1998 (File No. 1-8048).

5* Opinion of Troutman Sanders LLP as to the legality of the Common Stock being offered and consent.

23(a)* Consent of KPMG LLP.

23(b)* Consent of Troutman Sanders LLP (included in Exhibit 5).

24+ Powers of Attorney of certain officers and directors of the registrant.

99(a) Registrant’s 2005 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) December 1, 2005 filed with the Commission on December 6, 2005 (File No. 1-8048).

* Filed herewith.
+ Filed as part of the signature page of the original filing of this Registration Statement.

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Item 9. Undertakings.

        The undersigned registrant hereby undertakes:

        (1)        To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

                     (i)       To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                     (ii)       To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

                     (iii)       To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

        (2)        That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)        To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Copiague, State of New York, on the 16th day of May, 2006.

TII NETWORK TECHNOLOGIES, INC.

By: /s/ Timothy J. Roach                                    

Timothy J. Roach, President and Chief Executive
Officer (Principal Executive Officer)

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Timothy J. Roach, Kenneth A. Paladino and Leonard W. Suroff and each of them with power of substitution, as his attorney-in-fact, in all capacities, to sign any amendments to this registration statement (including post-effective amendments) and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-facts or their substitutes may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 16th day of May, 2006.

Signature	Title
/s/ Timothy J. Roach	President, Chief Executive Officer (Principal Executive Officer) and Director
Timothy J. Roach
/s/ Kenneth A. Paladino	Vice President - Finance and Treasurer (Principal Financial and Principal Accounting Officer)
Kenneth A. Paladino
/s/ C. Bruce Barksdale	Director
C. Bruce Barksdale
/s/ Mark T. Bradshaw	Director
Mark T. Bradshaw
/s/ Lawrence M. Fodrowski	Director
Lawrence M. Fodrowski
/s/ R.D. Garwood	Director
R.D. Garwood
/s/ James R. Grover, Jr.	Director
James R. Grover, Jr.
/s/ Joseph C. Hogan	Director
Joseph C. Hogan
/s/ Charles H. House	Director
Charles H. House
	Director
Alfred J. Roach

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EXHIBIT INDEX

Exhibit
Number
Description

4(a)(1) Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on December 10, 1996. Incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 1996 (File No. 1-8048).

4(a)(2) Certificate of Designation, as filed with the Secretary of State of the State of Delaware on January 26, 1998. Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) January 26, 1998 (File No. 1-8048).

4(a)(3) Certificate of Designation, as filed with the Secretary of State of the State of Delaware on May 15, 1998. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) May 7, 1998 (File No. 1-8048).

4(a)(4) 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. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated (dated of earliest event reported) December 5, 2001 (File No. 1-8048).

4(b) By-laws of the Company, as amended. Incorporated by reference to Exhibit 4.02 to Amendment No. 1 to the Company’s Registration Statement on Form S-3 (File No. 33- 64980).

4(c) Rights Agreement, dated as of May 15, 1998, between the Company and Harris Trust of Chicago. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) May 7, 1998 (File No. 1-8048).

5* Opinion of Troutman Sanders LLP as to the legality of the Common Stock being offered and consent.

23(a)* Consent of KPMG LLP.

23(b)* Consent of Troutman Sanders LLP (included in Exhibit 5).

24+ Powers of Attorney of certain officers and directors of the registrant.

99(a) Registrant’s 2005 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated (date of earliest event reported) December 1, 2005 filed with the Commission on December 6, 2005 (File No. 1-8048).

* Filed herewith.
+ Filed as part of the signature page of the original filing of this Registration Statement.

EX-5

Exhibit 5

May 15, 2006

TII Network Technologies, Inc.
1385 Akron Street
Copiague, New York 11726

      Re: TII Network Technologies, Inc.

Dear Sir or Madam:

        We have acted as counsel to TII Network Technologies, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), covering an aggregate of 200,000 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), that may be issued under the Company’s 2005 Employee Stock Purchase Plan (the “Plan”), and such additional indeterminate number of shares of Common Stock as may be issued under the anti-dilution provisions of the Plan.

        In rendering the opinions expressed below, we have examined the Restated Certificate of Incorporation of the Company, as amended, the By-laws of the Company, as amended, and minutes of the corporate proceedings of the Company relating to the Plan. In addition, we have examined and relied upon such other matters of law, certificates and examinations of public officials as we have deemed relevant to the rendering of this opinion. We have examined the form of subscription agreement which the Company has advised us is the form to be used by it under the Plan. In all of our examinations, we have assumed the accuracy of all information furnished to us and the genuineness of all documents and the conformity to originals of all documents submitted to us as certified, conformed, facsimile or photostatic copies thereof, as well as the genuineness of all signatures on all such documents.

        Our opinion is limited to the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof.

        Finally, we are counsel admitted to practice only in the State of New York, and we express no opinions as to the applicable laws of any jurisdiction other than those of the State of New York, the General Corporation Law of the State of Delaware and the United States of America.

        Based upon and subject to the foregoing, we are of the opinion that the shares of the Company’s Common Stock to be issued under the Plan will be, when issued pursuant to the

provisions of the Plan, legally issued, fully paid and non-assessable.

        We hereby consent to the filing of a copy of this opinion as an exhibit to the Company’s Registration Statement with respect to the Plan. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Act.

Very truly yours,

/s/ Troutman Sanders LLP                                    
TROUTMAN SANDERS LLP

EX-23

Exhibit 23(a)

Consent of Independent Registered Public Accounting Firm

The Board of Directors
TII Network Technologies, Inc.:

We consent to the incorporation by reference in the registration statement of TII Network Technologies, Inc. (the Company) on Form S-8 (relating to the registration of 200,000 shares of the Company’s Common Stock, $.01 par value, under the Company’s 2005 Employee Stock Purchase Plan) of our report, dated March 31, 2006, relating to the consolidated balance sheets of TII Network Technologies, Inc. and subsidiary as of December 31, 2005, June 24, 2005 and June 25, 2004, and the related consolidated statements of operations, stockholders’ equity and cash flows for the six months ended December 31, 2005, and for each of the years in the three-year period ended June 24, 2005, and the related financial statement schedule (Schedule II), which report appears in the December 31, 2005 Transition Report on Form 10-K/T of TII Network Technologies, Inc. Our report includes an explanatory paragraph related to the Company’s adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, effective June 25, 2005.

/s/ KPMG LLP

Melville, New York
May 15, 2006