SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO-C

(Rule 13e-4)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

XETA Technologies, Inc.

(Name of Subject Company (issuer)

XETA Technologies, Inc.

(Names of Filing Persons (offeror)

Certain Options to Purchase Common Stock, $0.001 par value

(Title of Class of Securities)

983909102

CUSIP Number of Class of Securities

Robert B. Wagner

Chief Financial Officer and Secretary

XETA Technologies, Inc.

1814 West Tacoma

Broken Arrow, Oklahoma  74012

(918) 664-8200

(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee*
Not Applicable	Not Applicable

*No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.

oCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  Not Applicable

Form or Registration No.: Not Applicable

Filing Party:  Not Applicable

Date Filed:  Not Applicable

x       Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o    third-party tender offer subject to Rule 14d-1.

x   issuer tender offer subject to Rule 13e-4.

o    going-private transaction subject to Rule 13e-3.

o    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

PRELIMINARY NOTE:       Attached hereto as exhibits are (i) XETA Technologies, Inc.’s Notice of Annual Meeting of Shareholders and Preliminary Proxy Statement for its Annual Meeting of Shareholders to be held on April 7, 2009 (the “Proxy Materials”), which contains a proposal to be submitted to the Company’s shareholders asking them to approve a voluntary, one-time stock option exchange program described in the Proxy Statement (the “Option Exchange Program”), and (ii) an e-mail communication by the Company’s President and Chief Executive Officer on February 13, 2009 regarding submission of the Option Exchange Program for shareholder approval, sent to employees eligible to participate in the proposed Option Exchange Program.  The Proxy Materials do not constitute an offer to holders of eligible options to participate in the Option Exchange Program.

The tender offer described in the Proxy Statement has not yet commenced. At the time the Option Exchange Program has commenced, the Company will provide option holders who are eligible to participate in the program with written materials explaining the precise terms and timing of the Option Exchange Program. Persons who are eligible to participate should read these written materials carefully when they become available because they will contain important information about the Option Exchange Program. The Company will also file these written materials with the Securities and Exchange Commission as part of a tender offer statement upon the commencement of the Option Exchange Program. The Company’s stockholders and eligible option holders will be able to obtain these written materials and other documents filed by the Company with the Securities and Exchange Commission free of charge from the Securities and Exchange Commission’s website at www.sec.gov.  Eligible option holders will also be able to obtain free of charge a written copy of the Option Exchange Program materials, if and when they are available, by calling XETA Technologies at (918)664-8200, or by contacting the Company’s Chief Financial Officer by e-mail at rwagner@xeta.com or by U.S. mail addressed to XETA Technologies, 1814 W. Tacoma, Broken Arrow, Oklahoma, 74012, Attention:  Robert B. Wagner, Chief Financial Officer.

ITEM 12.EXHIBITS.

Exhibit  Number	Description
99.1	Preliminary Proxy Statement for Annual Meeting of Shareholders to be held April 7, 2009 (filed with the Securities and Exchange Commission on February 13, 2009 and incorporated herein by reference).
99.2	E-mail Communication sent on February 13, 2009 by Greg Forrest to eligible employees

2

EX-99.2

Exhibit 99.2

To:  [Eligible Employees]

From:  Greg Forrest

Date:  February 13, 2009

Subject:  Stock Option Exchange Program

I am pleased to share with you that our Board of Directors has approved a stock option exchange program for eligible employees who hold eligible options, subject to shareholder approval of the program at our annual shareholder meeting on April 7, 2009.

If approved, the option exchange program will give eligible employees the opportunity to exchange certain out-of-the-money (or “underwater”) stock options for a lesser number of new stock options at a new exercise price based upon the market price of our stock at the time the new options are granted.   The program will be made available to employees who hold options with an exercise price between $2.95 and $4.14 and which expire on or after October 19, 2011.   Participation in the option exchange program will be completely voluntary.

If approved by the shareholders, the program is expected to commence sometime in the six months following the shareholder meeting.  Due to possible fluctuations in our stock price before that time or other changes in circumstances, the Board of Directors has reserved the right to cancel or postpone the program as the Board deems appropriate.

If we receive stockholder approval for our exchange program, we will provide all eligible employees with the specific tender offer details if and when the program commences.  This information will be provided in a Tender Offer Statement on Schedule TO, as the program will be regulated and subject to specific rules governing such offers.  Our proxy statement for our annual meeting of shareholders (which you may receive if you are also a shareholder) will also contain information about this proposal for purposes of soliciting shareholder approval only, and does not mean that we have commenced this offer.

I will let you know more about the option exchange program following the annual meeting.  In the meantime, I want you to know that we continue to value you and your contributions to XETA.

Greg Forrest

President and Chief Executive Officer

Required Legal Notice

The tender offer described in this communication has not yet commenced. Persons who are eligible to participate in the tender offer should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available because they will contain important information about the tender offer.   XETA Technologies will file the Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (SEC) at the time the tender offer.   XETA Technologies stockholders and option holders will be able to obtain these written materials and other documents filed by XETA with the SEC free of charge from the SEC’s website at www.sec.gov.

In connection with the proposal to be voted on by stockholders discussed in this communication, XETA Technologies is filing relevant materials with the SEC, including a proxy statement.  Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any voting decision with respect to the tender offer described in this notice.