Exhibit 32.1

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report of  Tel-Instrument  Electronics  Corp
(the  "Company"),  on Form 10-K for the period  ending March 31, 2004,  as filed
with the Securities Exchange  Commission on the date hereof (the "Report"),  the
undersigned,  in the capacities and on the dates  indicated  below,  each hereby
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 the
best of their knowledge:

            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 results of
                  operations of the Company.

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

                                                   /s/ Joseph P. Macaluso
                                                   ----------------------
                                                   Joseph P. Macaluso
                                                   Principal Accounting Officer

                                                   April 29, 2005

      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.