TIC
TEL*INSTRUMENT
ELECTRONICS CORP.

                                                                October 23, 2008

Securities and Exchange Commission
Division of Corporate Finance
100 F Street
Washington, DC 20549-6010

Attention: Mr. Kevin L. Vaughn (Mail Stop 6010)

Re:      Tel-Instrument Electronics Corp
         Form 10-K for the fiscal year ended March 31, 2008
         File No. 001-31990

Dear Mr. Vaughn:

We have reviewed your comments carefully, and have set forth below our responses
under the item numbers of your October 3, 2008 letter.

Form 10-K as of March 31, 2008
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1. In connection with responding to our comments,  please provide, in writing, a
statement from the Company acknowledging that:

     o    The  company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in the filings;
     o    Staff  comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect to
          the filing; and
     o    The  company  may  not  assert  staff  comments  as a  defense  in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

The Company acknowledges that it is responsible for the adequacy and accuracy of
the disclosures in its filings.

The Company further acknowledges that staff comments or changes to disclosure in
response  to staff  comments do not  foreclose  the  Commission  from taking any
action with respect to the filing.




The  Company  will not assert  staff  comments  as a defense  in any  proceeding
initiated by the Commission or any person under the federal  securities  laws of
the United States unless the staff  comments  support a defense of good faith or
reasonableness on the part of the Company.

Revenue Recognition, page 21
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2. We note your response to prior comment 4. Please address the following:

     o    Please revise future  filings to present  shipping and handling  costs
          charged to customers as revenues. Refer to paragraph 5 of EITF 00-10.

     o    If shipping costs or handling costs incurred are  significant  and are
          not included in cost of sales,  revise future  filings to disclose the
          amount of such costs and the line item in your income  statement where
          they are included. Refer to paragraph 6 of EITF 00-10.

Shipping  and  handling  billings  represent a small  percentage  of our product
prices.  The  majority  of our sales are for units  priced  between  $6,500  and
$18,900.  As such, shipping and handling costs represent only a small portion of
the product price.  Future filings will include  amounts billed to customers for
shipping and handling as revenues. Amounts billed to customers for 2008 and 2007
were $39,217 and $34,685, respectively.

Shipping  costs incurred are not  significant  and, as such, are not included in
cost of sales.  Such amounts were not considered  material enough to reclassify.
For the 2008 and 2007, these amounts were $49,594 and $56,188,  respectively, or
0.8% and 1.8% of cost of sales, respectively.

Inventories, page 22
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3. We note your  response  to prior  comment 5.  Please  confirm  that in future
filings you will classify your inventory as current or non-current in accordance
with paragraph A4 of Chapter 3 of ARB 43.

Future  filings will classify  inventory as current or non-current in accordance
with paragraph A4 of Chapter 3 of ARB 43.

Note 6 - Accrued Expenses, page 30
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4. We note your response to prior  comment 6. Please  revise  future  filings to
only accrue audit and related fees to the extent the services have been provided
at your balance sheet date. Refer to AICPA TPA 5290.05 and paragraph 145 of FASB
Concepts Statement No. 6.

Future  filings will only include an accrual for audit and related  expenses for
those services that have been provided as of the balance sheet date.




Note 8 - Income taxes, page 32
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5. We note your response to prior  comment 7. We note that your analysis  places
significant  weight on the  potential  for new  contracts  to generate  positive
income. However, it is not clear how you specifically considered the guidance of
paragraph 23 of SFAS 109 as of December 31, 2007 in concluding  that it was more
likely than not that you realize the $1.4 million  deferred  tax asset.  In this
regard,  it also appears that your  conclusion is based on the potential for new
contracts  to  generate  sufficient  income to offset  the  deferred  tax asset.
However,  as of March  31,  2008,  it does  not  appear  that you had  commenced
shipments  under these  contracts.  Please  provide us with  further  additional
information  that  management  considered in reaching its conclusion that it was
more likely than not that it would realize the $1.4 million  deferred tax asset.
For example,  explain how you were able to determine that the existing contracts
will produce  enough  taxable  income to realize the deferred tax asset based on
existing sales prices and cost structures.

The Company  believes  it is more likely than not that it will  realize its $1.4
million deferred tax asset,  based on its analysis and conservative  projections
for the 3 fiscal years through 2011.

Our  projected  revenues  are  based  upon  the  dollar  value  of  deliverables
exercisable by the government under existing  long-term  contracts,  firm orders
for existing  products and forecasted  sales of units based upon  historical and
market analysis.  The Company has continuing contact with the government and has
no reason to believe the  government  will not  exercise  the options  under the
long-term contracts,  and if exercised, the deliverables could have an aggregate
value of $40 million over the next few years.

The Company believes there will be increased sales in fiscal 2009-2010, from two
additional  recent large ID1Q  contracts  with the U.S. Army and the  previously
announced  $2.2  million  AN/USM  719 IFF test  set  order  from the U.S.  Navy.
Additionally,  the  Company's  new  generation  of products has been  positively
received in the market.

Because  of  improved   manufacturing,   purchasing  and  labor  costs  controls
(including  increased  automation),  the Company's  production  costs should not
increase as a percentage of sales and engineering expenses should decline as the
development phase of the AN/USM - 708 program is completed.

Consistent  with its  projections,  the Company has posted  increased  sales and
profit in each of the first two  quarters of fiscal 2009.  (Although  the second
quarter numbers have not been completed,  they show that there was a significant
profit.) The Company projects that it will realize 50% of its deferred tax asset
in fiscal 2009,  prior to commencement of shipments in fiscal 2010 under the two
major contacts discussed above.





6.  Further to the above,  we note your  response to prior  comment 8. You state
that you will also  incorporate  facts from your  response to prior comment 7 in
your revised disclosure.  In this regard,  please revise disclosures in Critical
Accounting  Policies to specifically  discuss the fact that management has based
its judgment on the existing contracts. Discuss the status of these contracts as
of the end of the period (i.e.  shipments  have not yet  commenced)  and how the
Company developed its estimates for  profitability on these contracts.  Finally,
discuss the factors that could negatively impact the ultimate realization of the
expected profitability on these contracts.

The Company will include in future filings in Critical  Accounting  Policies the
fact that management has based its judgment on the existing contracts as well as
its  current  backlog  and sales of its  existing  products  and how the Company
developed  its  estimates  for  profitability.  The Company  will also include a
discussion  as to the status of these  contracts  as of the end of the period as
well as the factors that could negatively impact the ultimate realization of the
expected profitability.

Note 15 - Segment Information, page 39
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7. We note from your  response to prior  comment 11 that you have  provided  the
disclosures  required by SFAS 131 regarding  revenues from foreign  countries in
footnote 12. If material,  please  revise  future  filings to disclose  revenues
attributed to any individual foreign country. Please refer to paragraph 38(a) of
SFAS 31.

Future filings will include disclosure of revenues by country, if material.

We appreciate your comments and look forward to any response you may have to our
letter.  I, of course,  would be glad to discuss any of our  responses  above by
telephone.


                                            Sincerely,


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