EXHIBIT 3.1


                             CERTIFICATE ELIMINATING
                              REFERENCE TO A SERIES
                           OF SHARES OF STOCK FROM THE
                          CERTIFICATE OF INCORPORATION

                                       OF

                         TII NETWORK TECHNOLOGIES, INC.

         Pursuant to the provisions of Section 151(g) of the General Corporation
Law of the State of Delaware, it is hereby certified that:

      1.  The  name  of  the  corporation   (hereinafter   referred  to  as  the
"Corporation") is TII Network Technologies,  Inc. The corporation was previously
named TII INDUSTRIES, INC.

      2. The  designation of the series of shares of stock of the Corporation to
which this certificate relates is SERIES C CONVERTIBLE PREFERRED STOCK.

      3.  The  voting  powers,  designations,  preferences,  and  the  relative,
participating,  optional, or other rights, and the qualifications,  limitations,
and  restrictions  of the said series of shares of stock were  provided for in a
resolution  adopted by the Board of  Directors  of the  Corporation  pursuant to
authority  expressly  vested  in it by  the  provisions  of the  Certificate  of
Incorporation  of  the  Corporation.   A  Certificate  setting  forth  the  said
resolution has been heretofore filed with the Secretary of State of the State of
Delaware pursuant to the provisions of Section 151(g) of the General Corporation
Law of the State of Delaware.

      4. The Board of Directors  of the  Corporation  has adopted the  following
resolution:


                                      -1-


                    RESOLVED,  that  none of the  authorized
               shares of stock of the Corporation's SERIES C
               CONVERTIBLE  PREFERRED  STOCK  designated are
               outstanding; and further

                    RESOLVED,  that none of the said  series
               of the  shares  of stock  of the  Corporation
               will be issued; and further

                    RESOLVED,   that  all   shares   of  the
               Corporation's   preferred  stock,  par  value
               $1.00 per  share,  heretofore  designated  as
               shares   of  the   Corporation's   SERIES   C
               CONVERTIBLE  PREFERRED  STOCK  be,  and  they
               hereby   are,   returned  to  the  status  of
               authorized    unissued    shares    of    the
               Corporation's   preferred  stock,  par  value
               $1.00 per  share,  without  designation;  and
               further

                    RESOLVED,  that the proper  officers  of
               the   Corporation   be,   and   hereby   are,
               authorized and directed to file a certificate
               setting  forth  this   resolution   with  the
               Secretary  of State of the State of  Delaware
               pursuant to the  provisions of Section 151(g)
               of the General  Corporation  Law of the State
               of Delaware  for the  purpose of  eliminating
               from the Certificate of  Incorporation of the
               Corporation  all reference to the said series
               of shares of stock.

Signed on September 14, 2005

                                   /s/ Timothy J. Roach
                                   -----------------------------------
                                   Timothy J. Roach,
                                   President