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): June 21, 2002

                         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.)



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


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


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




Item 5.   Other Events
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          On  June  21,  2002,  the  Company  reacquired  all of its  previously
outstanding Series C Convertible Redeemable Preferred Stock in exchange for $1.2
million in cash and issued a three-year  warrant to purchase  750,000  shares of
its common  stock at an exercise  price of $1.00 per share for a period of three
years. A copy of the Company's  press release with respect to the transaction is
attached to this Report as Exhibit 99.1.

Item 7.   Financial Statements and Exhibits.
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          (a)  Financial statements of business acquired:

               Not applicable.

          (b)  Pro forma financial information:

               Not applicable.

          (c)  Exhibits:

               99.1     The Company's Press Release dated June 24, 2002.

                                   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: June 21, 2002                By: /s/ Kenneth A. Paladino
                                           -------------------------------------
                                           Kenneth A. Paladino,
                                           Vice President-Finance, Treasurer and
                                           Chief Financial Officer



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



Exhibit
Number        Description
------        -------------------------------------------------------

99.1          The Company's Press Release dated June 24, 2002.








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