FORM 3
        	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

GENDELL JEFFREY L ET AL	2. Date of Event Requiring Statement (MM/DD/YYYY)
3/1/2007 
	3. Issuer Name and Ticker or Trading Symbol

TOWER TECH HOLDINGS INC. [TWRT]	
(Last)        (First)        (Middle)

C/O TONTINE CAPITAL MANAGEMENT, L.L.C., 55 RAILROAD AVENUE 1ST FLOOR	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)	
(Street)

GREENWICH, CT 06830       

(City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)

	6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Beneficially Owned	
1.Title of Security
(Instr. 4)	2. Amount of Securities Beneficially Owned
(Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)	4. Nature of Indirect Beneficial Ownership
(Instr. 5)	
Common Stock, $0.001 par value per share  	12666667  	I   (1) (2)	See Footnotes   (1) (2)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 4)	2. Date Exercisable and Expiration Date
(MM/DD/YYYY)	3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)	6. Nature of Indirect Beneficial Ownership
(Instr. 5)	
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares				

Explanation of Responses:	
(  1) 	Jeffrey L. Gendell ("Mr. Gendell") is the managing member of Tontine Capital Management, L.L.C. ("TCM"), a Delaware limited liability company, the general partner of Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"). Mr. Gendell is the managing member of Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company ("TCO"), the general partner of Tontine Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership ("TMF").	
(  2) 	Mr. Gendell directly owns 0 shares of the Common Stock. TMF directly owns 2,533,333 shares of Common Stock. TCP directly owns 10,133,334 shares of Common Stock. All of the foregoing shares of Common Stock may be deemed to be beneficially owned by Mr. Gendell. Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCP, TCO and TMF.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
GENDELL JEFFREY L ET AL
C/O TONTINE CAPITAL MANAGEMENT, L.L.C.
55 RAILROAD AVENUE 1ST FLOOR
GREENWICH, CT 06830		X			
TONTINE CAPITAL PARTNERS L P
C/O TONTINE CAPITAL MANAGEMENT, L.L.C.
55 RAILROAD AVENUE 1ST FLOOR
GREENWICH, CT 06830		X			
TONTINE CAPITAL MANAGEMENT LLC
C/O TONTINE CAPITAL MANAGEMENT, L.L.C.
55 RAILROAD AVENUE 1ST FLOOR
GREENWICH, CT 06830		X			

Signatures		
Tontine Capital Partners, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell		3/5/2007	
** Signature of Reporting Person		Date
	
Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell		3/5/2007	
** Signature of Reporting Person		Date
	
/s/ Jeffrey L. Gendell		3/5/2007	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.