8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                   FORM 8-K/A
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 20, 2002

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                         TEL-INSTRUMENT ELECTRONICS CORP
             (Exact name of registrant as specified in its charter)

         New Jersey                      33-18978                22-1441806
(State or other jurisdiction     (Commission File Number)       (IRS Employer
      of incorporation)                                      Identification No.)

        728 Garden St
Carlstadt, New Jersey 07072                               (201) 933-1600
    (Address of principal                        (Registrant's telephone number,
      executive offices)                               including area code)

                                 Not Applicable
         (Former name or former address, if changed since last report.)



On November 13, 2002, Registrant filed its report on Form 8-K as follows:

Item 4. Changes in Registrant's Certifying Auditors

      The  Registrant on November 6, 2002 gave notice of dismissal to its former
      independent auditors,  PricewaterhouseCoopers,  LLP ("PwC") effective upon
      completion of PwC's services related to the filing of the registrants form
      10-Q for the quarter ended  September  30, 2002.  In  connection  with its
      audits for the two most recent fiscal years and through November 13, 2002,
      there  have been no  disagreements  with PwC on any  matter of  accounting
      principles or practices, financial statement disclosure, or auditing scope
      or procedure which  disagreements  if not resolved to the  satisfaction of
      PwC would have caused them to make  reference  thereto in their  report on
      the  financial  statements  and there  have been no  reportable  events as
      defined in item 304 of  Regulation  S-K.  PwC's  reports on the  financial
      statements for the Registrant's  past two fiscal years did not contain any
      adverse  opinion  or  disclaimer  of  opinion  and were not  qualified  or
      modified as to uncertainty, audit scope, or accounting principles.

      The  Registrant is currently in the process of selecting  new  independent
      auditors.

      The decision to change  auditors was made with the  knowledge and approval
      of the Registrant's audit committee and Board of Directors.

By this amendment, Registrant is filing a letter from PricewaterhouseCoopers LLP
dated November 20, 2002.

Item 7. Exhibits

      The following is filed with the Commission as an exhibit to this report.

      16 Letter dated November 20, 2002 from the Registrant's former independent
      auditors.

                                    SIGNATURE

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 there unto duly authorized.

                                       TEL-INSTRUMENT ELECTRONICS CORP

Date: November 20, 2002                By     /s/ Joseph P. Macaluso
                                         -------------------------------
                                              /s/ Joseph P. Macaluso
                                           Principal Accounting Officer


                                       2

EX-16

Exhibit 16

November 20, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by Tel-Instrument  Electronics Corp.,  pursuant
to Item 4 of Form 8-K, as part of the Company's  Form 8-K report dated  November
13,  2002.  In addition to the events  reported in such Form 8-K,  with which we
agree,  additional  events  that we believe  should  have been  reported  by the
Company follow:

We believe,  based on a review of the Company's  Minutes of a Special Meeting of
the Board of Directors of  Tel-Instrument  Electronics  Corp.  dated October 23,
2002,  purported  by the  Company  to be in  draft,  that we were  dismissed  as
auditors on October 23, 2002.

Very truly yours,

PricewaterhouseCoopers LLP