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): December 13, 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.)



Item 4. Changes in Registrant's Certifying Auditors

      On December 11, 2002, the Board of Directors of Tel-Instrument Electronics
      Corp ("Company"),  upon  recommendation of its Audit Committee,  appointed
      BDO  Seidman,  LLP as its new  independent  auditors.  This  determination
      followed the Company's  evaluation of proposals from  accounting  firms to
      serve as the the Company's independent auditors for its fiscal year ending
      March 31, 2003. On November 15, 2002, the Company filed its report on Form
      8-K and announced that it had dismissed its previous independent auditors.

      During the  Company's two most recent fiscal years and through the date of
      this Form 8-K,  the  Company did not consult  with BDO  Seidman,  LLP with
      respect  to any of the  matters  or  reportable  events  set forth in Item
      304(a)(2)(i) and (ii) of Regulation S-K.

Item 7. Exhibits

      99.1 Press release dated December 13, 2002.

                                    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: December 13, 2002                By          /s/ Joseph P. Macaluso
                                          --------------------------------------
                                                  /s/  Joseph P. Macaluso
                                                Principal Accounting Officer


                                       2

EX-99.1

Tel-Instrument Electronics Corp Appoints BDO Seidman as Its Auditors

Carlstadt, NJ-December 13, 2002-Tel-Instrument Electronics Corp, announced that
it has appointed BDO Seidman LLP as its independent auditors effective
immediately.

The Company previously filed a report on Form 8-K, which report stated that the
decision was not the result of any disagreement between the Company and its
previous auditors on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. The prior auditors filed a
letter stating that it agreed with the foregoing statement.

The change in independent auditors was recommended by the Company's Audit
Committee and approved by its board of directors.

Tel-Instrument is a leading designer and manufacturer of avionics test and
measurement solutions for the global commercial air transport, general aviation,
and government/military aerospace and defense markets. Tel-Instrument provides
instruments to test, measure, calibrate and repair a wide range of airborne
navigation and communication equipment. For further information please visit our
website at www.telinstrument.com.

The Company's stock is traded in the NASDAQ System under the symbol TINE.

Contact: Mr. Joseph P. Macaluso
         201-933-1600