8-K

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): November 13, 2007

TII NETWORK TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE

(State of Incorporation)

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

141 Rodeo Drive, Edgewood, New York	11717
(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

.

Item 2.02     Results of Operations and Financial Condition.

On November 14, 2007, the Company issued a press release announcing its results of operations for the three and nine months ended September 30, 2007.

The information in this Item 2.02, including the portion of the information in Exhibit 99.1 related to the Company’s earnings for the three and nine months ended September 30, 2007 that is incorporated by reference into this Item 2.02, is being furnished, and shall not be deemed "filed," for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.03     Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

On November 13, 2007, the Board of Directors of the Company approved amendments to Article X of the Company’s By-Laws (the “By-Laws”) to permit the issuance and transfer of uncertificated shares of its stock. Previously all shares were required to be evidenced by certificates. The amendments were adopted pursuant to the rules of the Nasdaq Stock Market which require all companies listed on that exchange to be eligible to participate in a Direct Registration System (a “DRS”) administered by a clearing agency registered under Section 17A of the Securities Exchange Act of 1934 by January 1, 2008. Currently, the Depository Trust Company is the only registered clearing agency operating a DRS.

A DRS enables investors to establish, either through the Company’s transfer agent or through the investor’s broker-dealer, a book-entry position on the books of the Company and to electronically transfer their position through the Depository Trust Company. The system also enables investors to have securities registered in their name without having a physical certificate issued.

The By-Laws also were amended to make them gender neutral.

The description of the amendment to the By-Laws contained herein is qualified in its entirety by reference to Article X of the Company’s By-Laws, as amended, which is attached as Exhibit 3.1 to this Report and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits:

3.1     By-Laws of the Company, as amended.

99.1     The Company’s press release dated November 14, 2007.

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 NETWORK TECHNOLOGIES, INC
Date: November 14, 2007	By:	/s/ Jennifer E. Katsch
		Jennifer E. Katsch
		Vice President-Finance, Treasurer and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit

Number       Description

3.1               By-Laws of the Company, as amended.

99.1             The Company’s press release dated November 14, 2007.

EX-3

TII NETWORK TECHNOLOGIES, INC.

* * * * * * * *

BY-LAWS

(as amended through November 13, 2007)

* * * * * * *

Article I

OFFICES

Section 1.     The corporation may have offices at such places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

Article II

ANNUAL MEETINGS OF STOCKHOLDERS

Section 1.     Annual Meetings of stockholders shall be held at such date, time and place as may be fixed from time to time by the board of directors at which the stockholders shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 2.     Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Article III

SPECIAL MEETINGS OF STOCKHOLDERS

Section 1.     Special meetings of stockholders for any purpose other than the election of directors may be held at such time and place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.     Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, the board of directors, or the holders of not less than 25% of all the shares entitled to vote at such meeting.

Section 3.     Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of the person calling the meeting.

Section 4.     The business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Article IV

QUORUM AND VOTING OF STOCK

Section 1.     The holders of a majority of the shares of stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.     If a quorum is present, in all matters other than the election of directors, the affirmative vote of a majority of the shares of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation and directors shall be elected by a plurality of the votes of shares present in person or represented by proxies at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series.

Section 3.     Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact.

Section 4.     The board of directors in advance of any stockholders’ meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a stockholders’ meeting may, and on the request of

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any shareholder entitled to vote thereat, appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of the inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of the inspector’s ability.

Section 5.     Whenever stockholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.

Article V

DIRECTORS

Section 1.     The number of directors which shall constitute the board of directors shall be not less than five (5) nor more than nine (9). The exact number of directors within the maximum and minimum limitation specified herein shall be fixed from time to time by resolution of the board of directors. The directors shall be classified with respect to the time during which they shall severally hold office by dividing them into three classes, each class consisting of one-third of the number of directors constituting the entire board, as authorized by resolution of the board of directors, and all directors of the corporation shall hold office until their successors shall be elected and shall qualify or until their earlier resignation or removal. However, in instances where the total number of directors constituting the entire board, as authorized by resolution of the board of directors, is a number other than an integral multiple of three, the number of directors to be elected each year shall reasonably approximate the number which would have been elected had the total number of directors constituting the whole board been an integral multiple of three, as determined by the board of directors. At the meeting of the stockholders of the corporation held for the election of the first such classified board, the directors of the first class (designated Class I) shall be elected for a term of one year, the directors of the second class (designated Class II) for a term of two years, and the directors of the third class (designated Class III) for a term of three years and, in each instance, until their respective successors are elected and qualified. At each annual meeting of stockholders held thereafter, the successors to the class of directors whose term shall expire that year shall be elected to hold office for a term of three years, so that the term of office of one class of directors shall expire in each year. Any newly created directorships or any decrease in directorships, as authorized by resolution of the board of directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible. Directors shall be at least twenty-one years of age but need not be residents of the State of Delaware nor stockholders of the corporation.

Section 2.     The directors shall have the power, from time to time, to increase or decrease their own number, within the maximum and minimum limitations specified therein, by resolution of the board of directors. Directors may not be removed from office except for cause by the affirmative vote of not less than a majority of the shares entitled to vote at an election of directors. Newly created directorships resulting from an increase in the number of directors and all vacancies occurring in the board by reason of the removal of directors, may be filled by

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the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors, and directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified.

Section 3.     The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4.     The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Delaware, at such place or places as they may from time to time determine.

Section 5.     The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

Article VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1.     Meetings of the board of directors, regular or special, may be held either within or without the State of Delaware.

Section 2.     The first meeting of each newly elected board of directors shall be held following the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3.     Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4.     Special meetings of the board of directors may be called by the president on one day’s notice to each director, either personally by telephone, or by mail or by telegram, special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 5.     Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice of such meeting.

Section 6.     A simple majority of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate

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of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Article VII

COMMITTEES OF THE BOARD OF DIRECTORS

Section 1.     The board of directors by resolution adopted by a majority of the entire board, may designate, among its members, an executive committee and other committees, each consisting of one or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the board, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors when so required.

Article VIII

NOTICES

Section 1.     Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder at the director’s or shareholder’s address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.     Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article IX

OFFICERS

Section 1.     The officers of the corporation shall be chosen by the board of directors and may be a chairperson of the board, vice chairperson of the board, a president, a chief operating officer, one or more vice presidents, a secretary and a treasurer and one or more assistant secretaries and assistant treasurers. A non-executive chairperson or vice chairperson of the board shall not be an officer.

Section 2.     The board of directors at its first meeting after each annual meeting of stockholders shall elect officers of the corporation. The chairperson of the board and vice chairperson of the board need not be officers but must be members of the board of directors.

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None of the other officers need be a member of the board. Any two or more offices may be held by the same person.

Section 3.     The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4.     The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.     Each officer of the corporation and the chairperson of the board of directors and vice chairperson of the board of directors (whether or not officers) shall hold office until his or her successor is elected and qualified or until such person’s earlier resignation or removal. Any officer and the chairperson of the board of directors and vice chairperson of the board of directors elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE CHAIRPERSON OF THE BOARD

Section 6.     The chairperson of the board of directors (whether or not an officer) shall preside at all meetings of the stockholders and the board of directors; shall see that all orders and resolutions of the board of directors are carried into effect; and, if an officer, is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The vice chairperson of the board of directors, if any, shall, in the absence or disability of the chairperson of the board, perform the duties and exercise the powers of the chairperson of the board.

THE PRESIDENT

Section 7.     The president shall be the chief executive officer of the corporation; shall have general and active management of the business of the corporation; is authorized, as is the chairperson of the board of directors, to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation; in the absence of the chairperson of the board and vice chairperson of the board of directors, shall preside at all meetings of the stockholders and the board of directors; and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE VICE PRESIDENTS

Section 8.     The vice president, or if there shall be more than one, the vice president in the order determined by the board of directors, shall, in the absence or disability of the president,

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perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9.     The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors, the chairperson of the board or the president, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

Section 10.     The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.     The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.     He or she shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

Section 13.     If required by the board of directors, he or she shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

Section 14.     The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such

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other duties and have such other powers as the board of directors may from time to time prescribe.

Article X

CERTIFICATES FOR SHARES

Section 1.     The shares of the corporation shall be represented by certificates provided that the board of directors may provide by resolution or resolutions that some or any or all classes or series the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the foregoing, every holder of stock in the corporation shall be entitled to have a certificate for shares of stock evidencing such holder’s interest in the corporation. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

     Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Section 151(f), 156, 202(a) or 218(a) of the Delaware General Corporation Law, including restrictions or limitations on the transfer, registration or voting of such share.

     When the corporation is authorized to issue shares of more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. In the case of uncertificated shares, the notice contemplated in this paragraph shall contain a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2.     Certificates evidencing shares of the corporation shall be signed by the chairperson of the board of directors or the president or a vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation, and shall be sealed with the seal of the corporation or a facsimile thereof. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the

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corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he/she were such officer at the date of its issue.

LOST CERTIFICATES

Section 3.     The board of directors may direct a new certificate for shares on uncertificated shares of stock to be issued in place of any certificate theretofore issued by the corporation that are mutilated or alleged to have been lost, destroyed or stolen, in the case of a mutilated certificate on production thereof and, in the case of a lost, destroyed or stolen certificate, when authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate to protect the corporation from any claim that may be against it with respect to any such certificate alleged to have been lost, destroyed or stolen.

TRANSFERS OF SHARES

Section 4.     Subject to applicable law and restrictions or limitations on the transfer, registration or ownership of any shares, transfers of shares of the capital stock of the corporation shall be made only on the books of the corporation by the registered holder thereof, or by the registered holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent appointed as provided in Section 8 of this Article, and with such proof of authority and the authenticity of signature as the corporation or its transfer agent may reasonably require and (i) in the case of shares represented by a certificate, upon the surrender of the certificate properly endorsed or accompanied by a written assignment or power of attorney properly executed and the payment of all applicable transfer taxes thereon, such certificate shall be cancelled and the corporation shall issue a new certificate or evidence of the issuance of uncertificated shares to the stockholder entitled thereto, cancel the old certificate and the transaction shall be recorded upon the corporation’s books or (ii) in the case of uncertificated shares, upon the receipt of proper transfer instructions and the payment of all applicable transfer taxes thereon, such uncertificated shares shall be cancelled and the issuance of new equivalent uncertificated shares or certificated shares shall be made to the stockholder entitled thereto and the transaction shall be recorded upon the corporation’s books. The board of directors may, from time to time, make such additional rules and regulations as it may deem expedient, not inconsistent with these by-laws, concerning the issue, transfer and registration of certificates for shares or uncertificated shares of the capital stock of the corporation.

FIXING RECORD DATE

Section 5.     For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the stockholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such

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determination of stockholders. Such date shall not be more than sixty nor less than ten days prior to any other action. When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.     The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

LIST OF STOCKHOLDERS

Section 7.     A list of stockholders, as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of stockholders to be produced as evidence of the right of the person challenged to vote at such meeting and all persons who appear from such list to be stockholders entitled to vote thereat may vote at such meeting.

TRANSFER AGENTS AND REGISTRARS

Section 8.     The board of directors may appoint transfer agents and registrars, and may require all stock certificates to bear the signature of a transfer agent and a registrar.

Article XI

GENERAL PROVISIONS

DIVIDENDS

Section 1.     Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, bonds, property, or in the shares of the capital stock, subject to any provisions of the certificate of incorporation.

Section 2.     Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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CHECKS

Section 3.     All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4.     The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5.     The corporation seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Article XII

AMENDMENTS

These by-laws may be amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the Board. By-laws adopted by the board of directors may be amended or repealed by the stockholders by the affirmative vote of a majority of the outstanding shares entitled to vote. Notwithstanding anything in the foregoing to the contrary, the affirmative vote of the holders of at least 75% of the outstanding shares of capital stock of the corporation entitled to vote in the election of directors (considered for this purpose as one class) shall be required to make, alter or repeal, or to adopt any provision inconsistent with, Sections 6, 10, or 11 of the Certificate of Incorporation or Sections 1 or 2 Article V or Article XII of these by-laws.

ARTICLE XIII. INDEMNIFICATION: INSURANCE

(1)     The corporation shall 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 an action by or in the right of the corporation) by reason of the fact that he or she 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 corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she 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 his or her conduct was unlawful. The termination of any action, suit proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not

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opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(2)     The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she 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 corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner be reasonably believed to be in or not opposed to the best interests of the corporation and 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 of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(3)     To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections (1) and (2) of this Article, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

(4)     Any indemnification under sections (1) and (2) of the Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in sections (1) and (2) of this Article. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

(5)     Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the corporation as authorized in this section.

(6)     The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by—law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

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(7)     The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(8)     The corporation shall have power to purchase and maintain insurance on behalf of any person who 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 corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under this section.

(9)     For purposes of this Article, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as he or she would have with respect to the resulting or surviving corporation as we would have with respect to such constituent corporation if its separate existence had continued.

(10)     For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of •the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the corporation” as referred to in this section.

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EX-10

TII Network Technologies reports Third quarter 2007 Results

Sales Increase 21 percent

EDGEWOOD, NY – November 1 4, 2007 – TII Network Technologies, Inc. (Nasdaq: TIII), a company that helps bridge service provider technologies to consumer communication needs, today announced its results of operations for the three and nine months ended September 30, 2007.

Net sales for the three months ended September 30, 2007 were $12.7 million compared to $10.5 million for the comparable prior year period, an increase of $2.2 million or 21.1%. The growth reflects increased sales of station electronics, connectivity, VoIP and home networking products, offset, in part, by a decrease in sales of the Company’s traditional network interface protection devices.
 

GAAP net income was $372,000, or $0.03 per diluted share, for the three months ended September 30, 2007 compared to GAAP net income of $399,000, or $0.03 per diluted share, for the similar prior year period. Non-GAAP net income, which excludes restructuring charges related to the closing of the Company’s Puerto Rico facility, was $672,000, or $0.05 per diluted share, for the three months ended September 30, 2007 compared to non-GAAP net income of $399,000, or $0.03 per diluted share,for the similar prior year period.
 

Net sales for the nine months ended September 30, 2007 were $34.9 million compared to $31.1 million for the similar prior year period, an increase of $3.8 million or 12.0%. The growth reflects increased sales of station electronics and home networking products, offset, in part, by a decrease in sales of the Company’s traditional network interface protection devices.
 

GAAP net income was $383,000, or $0.03 per diluted share, for the nine months ended September 30, 2007 compared to GAAP net income of $1,179,000, or $0.09 per diluted share, for the similarprior year period.  Non-GAAP net income, which excludes restructuring charges related to the closing of the Puerto Rico facility, was $1,004,000, or $0.07 per diluted share, for the nine months ended September 30, 2007 compared to non-GAAP net income of $1,179,000 or $0.09 per diluted share, for the similarprior year period.

Kenneth A. Paladino, President and Chief Executive Officer, in commenting on the quarter stated: “The increase in our sales reflects the broadening strength of our new product lines which more than offset a reduction in sales of our traditional network interface protection business.
 

Looking forward, we like our position in the marketplace and see improved financial results. Certain items particularly noteworthy for the three and nine months ended September 30, 2007 are:
 

·      In consolidating our Puerto Rico operations into our new facility, we have incurred restructuring costs, included in cost of sales, of $484,000 and $1,030,000 for the three and nine months ended September 30, 2007, respectively. As previously disclosed, we believe this consolidation, though negatively impacting our margins through the third quarter, will improve our operating efficiencies beginning in the fourth quarter and result in annual cost savings of approximately $1.3 million.

·      The Company’s tax provision for book purposes is significantly higher than the taxes expected to be paid, principally due to the availability of net operating loss carryforwards.

·      Stock-based compensation expense for the three months ended September 30, 2007 and 2006 was $302,000 and $158,000, respectively. Stock-based compensation expense for the nine months ended September 30, 2007 and 2006 was $823,000 and $497,000, respectively.

·      Cash provided by operating activities for the nine months ended September 30, 2007 and 2006 was $3.2 million and $4.3 million, respectively.”

About TII Network Technologies, Inc.

TII Network Technologies, Inc. (NASDAQ: TIII) headquartered in Edgewood, New York, is a leader in developing and manufacturing advanced network technology solutions for the telecommunications industry. Products include: IPTV, VoIP, network interface devices, surge protection products and residential gateway systems that give service providers the technology to deliver their services more efficiently. Additional information about the company can be found at www.tiinettech.com.

Forward Looking Statement:

Certain statements in this Report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this Report, words such as "may," "should," "seek," "believe," "expect," "anticipate," "estimate," "project," "intend," "strategy" and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends that may affect the Company's future plans, operations, business strategies, operating results and financial position. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause the Company's actual results, performance or achievements to differ materially from those described or implied in the forward-looking statements. These factors include, but are not limited to: (i) exposure to increases in the cost of the Company’s products, including increases in the cost of the Company’s petroleum-based plastic products and precious metals; (ii) dependence for products and product components from Pacific Rim contract manufacturers, including on-time delivery that could be interrupted as a result of third party labor disputes, political factors or shipping disruptions, quality control and exposure to changes in costs and changes in the valuation of the Chinese Yuan; (iii) dependence on, and ability to retain, the Company’s “as-ordered” general supply agreements with its largest customer and ability to win new contracts; (iv) continued dependence on the traditional copper-based telephone operating company (“Telco”) market which has been declining over the last several years due principally to the impact of alternate technologies; (v) the level of inventories maintained by the Company’s customers; (vi) the ability to market and sell products to new markets beyond its principal copper-based Telco market; (vii) the ability to timely develop products and adapt the Company’s existing products to address technological changes, including changes in its principal market; (viii) weather and similar conditions, particularly the effect of hurricanes or typhoons on the Company's manufacturing, assembly and warehouse facilities in Puerto Rico and the Pacific Rim; (ix) competition in the Company’s traditional Telco market and new markets the Company is seeking to penetrate; (x) potential changes in customers’ spending and purchasing policies and practices; (xi) general economic and business conditions, especially as they pertain to the Telco industry; (xii) dependence on third parties for certain product development; (xiii) risks inherent in new product development and sales, such as start-up delays and uncertainty of customer acceptance; (xiv) the ability to attract and retain technologically qualified personnel (see “Business-Product Development”); and (xv) the availability of financing on satisfactory terms.

.

CONTACT:

TII Network Technologies, Inc.     

(631) 789-5000     

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-- Statistical Tables Follow --

TII NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

		Three Months Ended				Nine Months Ended
		September 30, 2007		September 30, 2006		September 30, 2007		September 30, 2006
Net sales	$	12,704	$	10,495	$	34,862	$	31,133
Cost of sales (includes restructuring charges of $484 and $1,030 in the three and nine months ended September 30, 2007, respectively)		8,715		6,531		24,533		20,221
Gross profit		3,989		3,964		10,329		10,912
Operating expenses:
Selling, general and administrative		2,747		2,939		7,962		7,695
Research and development		542		446		1,553		1,425
Total operating expenses		3,289		3,385		9,515		9,120
Operating income		700		579		814		1,792
Interest expense		(3)		(3)		(10)		(6)
Interest income		39		64		124		170
Other income		(13)		(3)		(13 )		(1)
Income before income taxes		723		637		915		1,955
Income tax provision		351		238		532		776
Net income	$	372	$	399	$	383	$	1,179
Net income per common share:
Basic	$	0.03	$	0.03	$	0.03	$	0.10
Diluted	$	0.03	$	0.03	$	0.03	$	0.09
Weighted average common shares outstanding:
Basic		13,113		12,387		12,819		12,370
Diluted		14,599		13,585		14,605		13,452

TII NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)
 

		September 30, 2007 (Unaudited)		December 31, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	5,838	$	5,362
Accounts receivable, net of allowance of $87 at           September 30, 2007 and $30 at December 31, 2006		5,769		3,068
Inventories		6,738		8,364
Deferred tax assets, net		887		1,251
Other current assets		493		277
Total current assets		19,725		18,322
Property, plant and equipment, net		9,483		7,119
Deferred tax assets, net		3,780		3,899
Other assets, net		113		125
Total assets	$	33,101	$	29,465
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,254	$	718
Accrued liabilities		1,901		1,914
Total current liabilities		4,155		2,632
Total liabilities		4,155		2,632
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $1.00 per share; 1,000,000 shares          authorized, including 30,000 shares of series D  junior          participating; no shares outstanding		-		-
Common stock, par value $.01 per share; 30,000,000 shares           authorized; 13,345,391 shares issued and 13,327,754 shares           outstanding as of September 30, 2007, and 12,550,306 shares           issued and 12,532,669 shares outstanding as of           December 31, 2006		134		126
Additional paid-in capital		40,868		39,146
Accumulated deficit		(11,7 75)		(12,158)
		29,227		27,114
Less: Treasury shares, at cost, 17,637 common shares at             June 30, 2007 and December 31, 2006		(281)		(281)
Total stockholders’ equity		28,946		26,833
Total liabilities and stockholders’ equity	$	33,101	$	29,465

TII NETWORK TECHNOLOGIES, INC. AND SUBSIDIARIES

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

(in thousands, except per share data)
(Unaudited)
 
 

	Three Months Ended September 30,		Nine Months Ended September 30,
	2007	2006	2007	2006
Reconciliation of Non-GAAP Net Income to
GAAP Net Income (1) :
Non-GAAP net income	$672	$399	$1, 004	$1,179
Restructuring c harges	(484)	-	(1,030)	-
Tax effect of restructuring charges	184	-	409	-
GAAP Net Income	$372	$399	$383	$1,179

	Three Months Ended September 30,		Nine Months Ended September 30,
	2007	2006	2007	2006
Reconciliation of Non-GAAP Diluted
Earnings Per Share to GAAP Diluted Earnings Per Share (1) :
Non-GAAP diluted earnings per share	$0.05	$0.03	$0.07	$0.09
Restructuring c harges	(0.03)	-	(0.07)	-
Tax effect of restructuring charges	0.01	-	0.03	-
GAAP Diluted Earnings Per Share	$0.03	$0.03	$0.03	$0.09

(1)      Non-GAAP net income is used by management in assessing the Company’s operating results. The Company believes that investors and analysts may use non-GAAP measures that exclude non-routine transactions, along with other information contained in its SEC filings, in assessing the Company’s operating results.

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