8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

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):

August 29, 2005

Porta Systems Corp.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-8191

Delaware (State or other jurisdiction of incorporation or organization)	11-2203988 (IRS Employer Identification No.)
6851 Jericho Turnpike, Syosset, New York (Address of principal executive offices)	11791 (Zip Code)

516-364-9300

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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

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

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

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

Item 7.01 Regulation FD Disclosure

The registrant issued a press release on August 29, 2005 announcing the hiring of investment banking firm Duff & Phelps, LLC to assist the Company with an evaluation of strategic alternatives. Duff & Phelps will help the Company analyze opportunities concerning refinancing of the Company’s existing debt and other strategic alternatives.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press release issued August 29, 2005.

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.

	Porta Systems Corp.
Date: September 1, 2005	By:	/s/ Edward B. Kornfeld
		Edward B. Kornfeld
		President, Chief Operating Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

CONTACT:

Edward B. Kornfeld

President

Chief Operating Officer

Chief Financial Officer

Porta Systems Corp.

(516) 364-9300

FOR IMMEDIATE RELEASE

PORTA SYSTEMS CORP. HIRES DUFF & PHELPS, LLC

AS INVESTMENT BANKER

Syosset, NY - August 29, 2005 - Porta Systems Corp. (OTCBB:PYTM) has hired investment banking firm Duff & Phelps, LLC to assist the Company with an evaluation of strategic alternatives. Duff & Phelps will help the Company analyze opportunities concerning refinancing of the Company’s existing debt and other strategic alternatives.

Cary Stanford, a managing director at Duff & Phelps who will be the lead banker on the assignment, said “I believe the Company’s recent financial performance will attract a great deal of interest among investors.”

Porta Systems’ president and chief operating officer, Edward B. Kornfeld, said, “Based on our recent results, we can now address issues relating to improving our financial flexibility. The Company will look to Duff & Phelps for assistance in exploring possible ways of achieving improved financial flexibility and other strategic alternatives.”

Porta Systems Corp. designs, manufactures, markets and supports communication equipment used in telecommunications, video and data networks worldwide.

Statements in this press release may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in the Company’s filings with the Securities and Exchange Commission filings, including the Risk Factors included in the Form 10-K for the year ended December 31, 2004 and the Management’s Discussion and Analysis of Financial Conditions and Results of Operations in the Form 10-K for the year ended December 31, 2004 and the Form 10-Q for the quarter ended June 30, 2005. In addition, general industry and market conditions and growth rates, and general economic conditions could affect such statements. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

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