8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 22, 2006

NORTH PITTSBURGH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

(State or other jurisdiction of incorporation)

0-13716	25-1485389
(Commission File Number)	(IRS Employer Identification No.)

4008 Gibsonia Road Gibsonia, PA	15044-9311
(Address of principal executive offices)	(Zip Code)

(724) 443-9600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On September 22, 2006, North Pittsburgh Systems, Inc. (the Company) replied to a letter dated August 31, 2006 from an investing group that owns approximately 7.05% of the Company’s outstanding common stock. The investing group attached its letter to the Company to a Schedule 13D amendment filed by the investing group with the Securities and Exchange Commission on August 31, 2006. The text of the Company’s reply is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 8.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	Letter dated September 22, 2006 sent by North Pittsburgh Systems, Inc. to Bulldog Investors.

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 hereunto duly authorized.

	North Pittsburgh Systems, Inc.
	(Registrant)
Date: September 22, 2006	/s/ H. R. Brown
	H. R. Brown, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

September 22, 2006

Bulldog Investors

Park 80 West – Plaza Two

Saddle Brook, NJ 07663

Attention: Andrew Dakos, Principal

Dear Mr. Dakos:

Thank you for your letter dated August 31, 2006. The Board of Directors of North Pittsburgh Systems, Inc. (the “Company”) believed when I wrote my letter to you on July 14, and continues to believe after reviewing your most recent letter, that it would not be in the best interests of the Company or its shareholders for the Board to engage an investment banker for the purpose of marketing the Company for sale or for the Company to borrow money and pursue a Dutch auction self-tender offer. The Board of Directors would, of course, evaluate any bona fide acquisition offer presented to it.

The Board made its determination referred to in my July letter after careful consideration, including discussions with an independent financial advisor to the Company and analysis of the then pending acquisition of Hector Communications Corporation (“Hector”), on which you rely in your August letter. We do not consider the Hector transaction to be a watershed event for the sector in which we operate, nor does the Board believe that your August 31 letter adds any new or relevant information to the analysis. The September 18, 2006 announcement of the proposed acquisition of Commonwealth Telephone Enterprises by Citizens has not changed the Board’s assessment.

In your August 31 letter, you arrived at the conclusion that the Company is worth approximately $34 to $35 per share based on your analysis and the conclusions that you reached. On the same date, Reuters News reported that James Chadwick, managing partner of Monarch Activist Partners, a member of the group of Bulldog Investors and others that filed with the SEC, also on August 31, 2006, a 13D Amendment with respect to the Company (the “Bulldog Group”), said the Company is “worth about $34 a share” and that “the group is considering making an offer to buy the [C]ompany”. However, we understand that in a conversation with our outside counsel, you confirmed that the Bulldog Group is not, in fact, currently considering making an offer to buy the Company – and that if it were to consider making an offer, it would not do so at $34 per share. This inconsistency is perplexing and raises questions regarding your sincerity.

I reiterate that the Company’s Board of Directors and management are committed to the goals of building upon the Company’s strengths, expanding and developing appropriate business opportunities and enhancing shareholder value, and we will continue to pursue these goals.

Thank you for your interest in the Company.

Very truly yours,

/s/ Harry R. Brown

Harry R. Brown

President and Chief Executive Officer

cc:	Phillip Goldstein
	Larry Goldstein
	North Pittsburgh Systems, Inc. Board of Directors