SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 4

(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) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.001 Per Share, of XETA Technologies, Inc.

(Title of Class of Securities)

983909102

(CUSIP Number of Class of Securities)

Robert B. Wagner
Chief Financial Officer, Treasurer and Secretary
XETA Technologies, Inc.
1814 West Tacoma Street

Broken Arrow, Oklahoma 74012
(918) 664-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Person)

Copy to:

Nancy C. Jones, Esq.

Barber & Bartz, P.C.

Suite 800

525 S. Main Street

Tulsa, Oklahoma 74103

CALCULATION OF FILING FEE

TRANSACTION VALUATION*	AMOUNT OF FILING FEE
$306,032	$17.08

*Calculated solely for the purpose of determining the amount of the filing fee. This amount assumes that options to purchase 386,800 shares of common stock, par value $0.001 per share, of XETA Technologies, Inc. having an aggregate value of $306,032 will be cancelled pursuant to this offer. The aggregate value of the options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals .00005580 times the transaction valuation or $55.80 per $1,000,000 of the transaction value.

xCheck 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:	$17.08
Form or Registration No.:	005-39050
Filing Party:	XETA Technologies, Inc.
Date Filed:	September 17, 2009

oCheck 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

Table of Contents

This Amendment No. 4 to the Schedule TO relates to an offer by the Company to eligible employees of the Company to exchange certain options (the “Eligible Options”) outstanding under the XETA Technologies, Inc. 2000 Stock Option Plan (the “2000 Plan”) and the XETA Technologies, Inc. 2004 Omnibus Stock Incentive Plan (the “2004 Plan”)  to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for new stock options to purchase shares of the Common Stock, upon the terms and subject to the conditions described in the Offer to Exchange and the related Election Form. The new options will be granted under the 2000 Plan upon the terms and conditions described in the Offer to Exchange and the related Election Forms.

This Amendment is made to revise Item 12 (Exhibits) to add the additional exhibits listed.  The information in the Schedule TO, including all schedules and annexes to the Schedule TO, which were previously filed with the Schedule TO on  September 17, 2009, as amended October 1, 2009, October 7, 2009 and October 13, 2009, is incorporated herein by reference to answer the items required in this Schedule TO, except that such information is hereby amended and/or supplemented to the extent specifically provided in this Amendment. Except as specifically set forth herein, this Amendment does not modify any of the information previously reported on the Schedule TO.

ITEM 12.                EXHIBITS

(a)(1)(W)	E-mail to Eligible Employees regarding Final Exchange Ratios
(a)(1)(X)	Updated Welcome Page to Exchange Program Intranet Site
(a)(1)(Y)	Confirmation (Paper Version)

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

XETA Technologies, Inc.

/s/ Robert B. Wagner

Robert B. Wagner, Chief Financial Officer

Date:  October 16, 2009

3

EX-99.(A)(1)(W)

Exhibit (a)(1)(W)

Subject:  Final Exchange Ratios

Today’s closing price of our common stock as reported on NASDAQ is $2.54.  This locks in the exercise price of the new stock options to be issued in the Exchange Program as well as the final exchange ratios.

The final exchange ratios for each of the Eligible Option grants are as follows:

Exercise Price of Eligible Options			Final Exchange Ratio
	$	2.95	1.4750
	$	3.25	1.2688
	$	3.63	1.5526
	$	4.14	1.6164

To calculate the exact number of shares you will receive in exchange for an Eligible Option based upon the final exchange ratios:  divide (i) the number of shares represented by the Eligible Option you surrender for exchange, by (ii) the applicable final exchange ratio show above.  (We will not issue any fractional stock options, so in each case where the exchange ratio yields a fractional number of shares we will round down to the nearest whole number).

For example, the number of new option shares to be granted per 100 shares of Eligible Options surrendered for exchange in the Exchange Program based upon the final exchange ratios above, are as follows:

Exercise Price of Eligible Options			Number of Shares Surrendered for Exchange	Number of New Option Shares to be issued per 100 Eligible Option Shares Surrendered for Exchange
	$	2.95	100	68
	$	3.25	100	79
	$	3.63	100	64
	$	4.14	100	62

The new stock options to be issued in the Exchange Program will have the following exercise price, vesting terms and duration:

Exercise Price:$2.54

Vesting Schedule:

Date Vested	Amount Vested
10/16/2010	50	%
10/16/2011	25	%
10/16/2012	25	%

Expiration Date:10/16/2015

The Exchange Program will remain open until 11:00 p.m. Central Time tonight (Friday, October 16, 2009), at which point it will expire.  Any Election Form or Notice of Withdrawal submitted by you must be received by us before this deadline.

If you have any questions between the close of business today (5:00 p.m. Central Time) and the 11:00 p.m. deadline that relate to the manner in which you are to submit an Election Form or Notice of Withdrawal, please contact either:

Robert B. Wagner, CFO

Ph: 918-231-8503

or

Kim Hodge

Ph:  918-289-9390

Once the deadline expires, all election decisions will be final.  THE LAST ELECTION FORM OR NOTICE OF WITHDRAWAL PROPERLY SUBMITTED BY YOU AND RECEIVED BY US PRIOR TO THE EXPIRATION OF THE EXCHANGE PROGRAM WILL PREVAIL.

EX-99.(A)(1)(X)

Exhibit (a)(1)(X)

Welcome NAME to the XETA Stock Option Exchange Program Website.

Final Exchange Ratio Information

The NASDAQ closing price of our common stock as of today, October 16, 2009, is $2.54.

The final exchange ratios for each of the Eligible Option grants based upon the October 16, 2009 closing price of our common stock and the exercise price of the Eligible Options are as follows:

Exercise Price of Eligible Options			Final Exchange Ratio
	$	2.95	1.4750
	$	3.25	1.2688
	$	3.63	1.5526
	$	4.14	1.6164

To calculate the exact number of shares you will receive in exchange for an Eligible Option based upon the final exchange ratios:  divide (i) the number of shares represented by the Eligible Option you surrender for exchange, by (ii) the applicable final exchange ratio show above.  (We will not issue any fractional stock options, so in each case where the exchange ratio yields a fractional number of shares we will round down to the nearest whole number).

For example, the number of new option shares to be granted per 100 shares of Eligible Options surrendered for exchange in the Exchange Program based upon the final exchange ratios above, are as follows:

Exercise Price of Eligible Options			Number of Shares Surrendered for Exchange	Number of New Option Shares to be issued per 100 Eligible Option Shares Surrendered for Exchange
	$	2.95	100	68
	$	3.25	100	79
	$	3.63	100	64
	$	4.14	100	62

Stock Option Exchange Process

The Exchange Program will remain open until 11:00 p.m., Central Time, on Friday, October 16, 2009, unless extended.  We will notify you if we extend this deadline.

The terms and conditions of the Exchange Program are provided in the Offer to Exchange document and related documents previously provided to you.  Before proceeding, you are encouraged to carefully read these documents.  You can also access these documents by clicking on the links below.

·Offer to Exchange Certain Outstanding Stock Options for New Stock Options as amended October 1, 2009 (the “Offer to Exchange document”) (click here to view)

·Form of Election Form (click here to view)

For your convenience, the following documents referred to in the Offer to Exchange document may be accessed by clicking on the links below:

·XETA Technologies 2000 Stock Option Plan (click here to view)

·XETA Technologies 2004 Omnibus Stock Incentive Plan (click here to view)

·Prospectus for 2000 Stock Option Plan (click here to view)

·Our SEC Filings (click here to view)

If you have  difficulty using this site, please contact Kim Hodge, Monday through Friday, 8:00am to 5:00pm Central Time at the following: by phone 918-588-4264 or by e-mail kim.hodge@xeta.com.  FOR QUESTIONS AFTER 5:00 P.M. ON OCTOBER 16, 2009, YOU MAY CONTACT BY PHONE KIM HODGE AT 918-289-9390 OR ROBERT WAGNER AT 918-231-8503.

Bottom of Form

EX-99.(A)(1)(Y)

Exhibit (a)(1)(Y)

XETA Technologies

Stock Option Exchange Program

Election Confirmation

(Paper Version)

XETA has received your paper Election Form which shows you have made the following selections:

Confirmation #: 0000000000

Date: [Month] [Day] 2009 00:00    m

NAME

ADD

CITY, STATE ZIP

Selected	Plan under which Eligible Options	Grant	Exercise		# of Eligible	Status of Eligible Options		Expiration
Option	were Granted	Date	Price		Options	Vested	Unvested	Date
Exchange	TEST123	0000-00-00	$	0.00	000	0	0	0000-00-00
Do NotExchange	TEST134	0000-00-00	$	0.00	000	0	0	0000-00-00

You may withdraw this election any time by using a paper Notice of Withdrawal form.  To do so, complete, sign and submit the paper Notice of Withdrawal by facsimile to Kim Hodge at (918)588-4802, or by U.S. mail or courier addressed to XETA Technologies, Inc., Attention: Stock Option Exchange Program, 1814 W. Tacoma Street Broken Arrow, Oklahoma 74012.   We must receive the Notice of Withdrawal before expiration of the Exchange Program for it to be effective.  You may NOT withdraw a paper Election Form through the Exchange Program intranet website.

Please note that our receipt of your Election Form is not by itself an acceptance of your Eligible Option for exchange.  We will be deemed to have accepted your Eligible Option for exchange when we have determined that the Eligible Option was validly tendered and not properly withdrawn, and we give you written notice that we have accepted such Eligible Option for exchange.  Such notice may be made by email or other method of communication at our discretion.

The last Election Form properly submitted by you and received by us prior to the Exchange Program deadline will prevail.