Tel-Instrument Electronics Corp
                               CEO Certification                    Exhibit 32.1

           CERTIFICATION PURSUANT TO 8 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection  with the  Quarterly  Report of  Tel-Instrument  Electronics
Corp.  (the  "Company"),  on Form 10-Q for the period  ending June 30, 2004,  as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Harold K. Fletcher,  President and Chief Executive Officer of the
Company,  certify,  pursuant to and solely for the purpose of 18 U.S.C.  Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to my knowledge and based on my review of the Report:

            1.    the Report fully  complies  with the  requirements  of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

            2.    the information  contained in the Report fairly  presents,  in
                  all material respects,  the financial  condition and result of
                  operations of the Company.

                                                      By: /s/ Harold K. Fletcher
                                                          ----------------------
                                                          /s/ Harold K. Fletcher
                                                          Chairman and President

                                                          August 13, 2004

      A signed  original of this written  statement  required by Section 906 has
been  provided  to  Tel-Instrument  Electronics  Corp  and will be  retained  by
Tel-Instrument  Electronics  Corp and furnished to the  Securities  and Exchange
Commission or its staff upon request.