8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): November 20, 2002
                                                         -----------------

                         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.)




Item 4. Changes in Registrant's Certifying Auditors

      The  client-auditor  relationship  between the  Registrant  and its former
      independent  auditors,  PricewaterhouseCoopers,  LLP  ("PwC")  has  ceased
      concurrent with the filing of the  Registrant's  Form 10-Q on November 14,
      2002. In  connection  with its audits for the two most recent fiscal years
      and through November 14, 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.

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
                                                   ---------------------------
                                                   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. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report dated November 20,
2002. We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

PricewaterhouseCoopers LLP