[Tel-Instruments Letterhead]

February 13, 1997

Securities & Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, D.C. 20549

Re:            Tel-Instruments Electronics Corp.
               Commission File No. 033-18978

Gentlemen:

Our Notification of Late Filing on Form 12b-25 for our annual report on Form
10-Q for the period ended December 28, 1996 is being sent to you via Edgar.

Very truly yours,

/s/ Richard J. Wixson
- ------------------------------
Richard J. Wixson
Vice President Manufacturing

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Enc.



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 12b-25

                                                   Commission File Number ______

                          NOTIFICATION OF LATE FILING

   (Check One): [ ] Form 10-K    [ ] Form 20-F   [ ] Form 11-K    
                [x] Form 10-Q    [ ] Form N-SAR

                       For Period Ended: December 28, 1996

                       [ ] Transition Report on Form 10-K
                       [ ] Transition Report on Form 20-F
                       [ ] Transition Report on Form 11-K
                       [ ] Transition Report on Form 10-Q
                       [ ] Transition Report on Form N-SAR

                       For the Transition Period Ended:_________________________

- --------------------------------------------------------------------------------
  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.
- --------------------------------------------------------------------------------

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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Part I - Registrant Information

- --------------------------------------------------------------------------------

Full Name of Registrant  TEL-INSTRUMENT ELECTONICS CORP.

Former Name if Applicable

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Address of Principal Executive Office (Street and Number)

728 Garden Street, Carlstadt, New Jersey 07072

City, State and Zip Code 

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Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     [ ]  (a) The reasons  described  in  reasonable  detail in Part III of this
          form could not be eliminated without unreasonable effort or expense;

     [ ]  (b) The subject annual report,  semi-annual report,  transition report
          on Form 10-K,  20-F, 11-K or Form N-SAR, or portion  thereof,  will be
          file on or before fifteenth  calendar day following the prescribed due
          date; or the subject  quarterly  report or  transition  report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

     [ ]  (c) The  accountant's  statement  or  other  exhibit  required by Rule
          12b-25(c) has been attached if applicable.


Part III - Narrative

State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q, N-SAR or
the transition report or portion thereof could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed.)

The Company has been reviewing its plans. The plan has not been completed to
file by the February 14, 1997 deadline.



PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification


     Richard J. Wixson                  201                 933-1600
          (Name)                    (Area Code)         (Telephone Number)

(2)  Have all other periodic  reports required under Section
     13 or 15(d) of the  Securities  Exchange Act of 1934 or
     Section 30 of the Investment Company Act of 1940 during
     the  preceding 12 months (or for such  shorter)  period
     that the registrant was required to file such report(s)
     been filed? If the answer is no,  identify  reports(s).     [x] Yes [ ] No


(3)  Is  it  anticipated  that  any  significant  change  in
     results of operations from the corresponding period for
     the last fiscal year will be  reflected by the earnings
     statements  to be  included  in the  subject  report or
     portion thereof?                                             [ ] Yes [x] No

     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

                        Tel-Instrument Electronics Corp.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date   February 13, 1997                  By  /s/ Richard J. Wixson          
    ---------------------                 --------------------------
                                                  Vice President Manufacturing

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                   ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.   This form is  required  by Rule  12b-25 (17 CFR  240.12b-25)of  the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with the form will be made a matter of the  public  record in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.