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

xCheck 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

Attached is the text of an e-mail communication by the Company’s President and Chief Executive Officer sent on April 17, 2009 to eligible Company employees announcing the approval of a stock option exchange program by the Company’s shareholders at the annual shareholder meeting held on April 7, 2009 (the “Employee Communication”).   The Employee Communication does not constitute an offer to the eligible employees to participate in the program.

The tender offer described in the Employee Communication has not yet commenced. At the time the stock 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 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 stock 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 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.

ITEM 12.EXHIBITS.

Exhibit Number	Description
99.1	E-mail communication sent on April 17, 2009 by Greg Forrest to eligible employees.

2

EX-99.1

Exhibit 99.1

I am pleased to inform you that our shareholders have approved the proposed stock option exchange program outlined in my February 13, 2009 email.  As I stated in that email, we expect the program to commence sometime within the next six months.

Please note, however, that in the event of a significant change in circumstances or fluctuations in our stock price before that time, the Board of Directors has reserved the right to cancel or postpone the program as the Board may deem appropriate.  In the event that happens, I will inform you promptly of their decision.  Otherwise, we do not anticipate making any additional announcements about the program until it is set to begin.  At that time, we will provide all eligible employees with the specific details of the offer in written documentation as prescribed by SEC rules and regulations which govern these types of programs.

In the meantime, I am required by those regulations to inform you that the tender offer described in this communication has not yet commenced.  Persons who are eligible to participate in the exchange program will receive an offer to purchase and related tender offer statement if and when they become available.  At that time these materials will also be made available free of charge at the SEC’s website at http://www.sec.gov.  All eligible employees are advised to read these materials carefully when they become available, as they will contain important information to help you decide whether or not to participate in the exchange program.

This email is simply to inform you that the necessary shareholder approval has been obtained. No action is required of you at this time.

Greg Forrest

President and CEO