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): June 22, 2004
                              _____________________


                         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                                (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 9. Regulation FD Disclosure.

     On June 22, 2004, Tel-Instrument Electronics Corp issued a press release
announcing its results for the year ended March 31, 2004. A copy of this press
release is attached hereto.


                                    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:  June 22, 2004                           By  /s/ Harold K. Fletcher
                                                 -------------------------------
                                                   /s/ Harold K. Fletcher
                                                   Chairman and President

EX-99

                                                                      Exhibit 99

           Tel-Instrument Electronics Corp Announces Year End Results

     CARLSTADT, N.J.--(BUSINESS WIRE)--June 22, 2004--Tel-Instrument Electronics
Corp today announced its financial results for the year ended March 31, 2004:


                                           Years Ended March 31,
                                        2004                 2003

Sales                               $10,704,029           11,861,387
Net Income Before Taxes                 593,793            1,706,786
Provision For Income Taxes              230,883              702,796
Net Income                          $   362,910            1,003,990
Net Income Per Share, Diluted       $      0.16                 0.47
Weighted Average Shares
    Outstanding, Diluted              2,257,575            2,139,681

     For the year ended March 31, 2004 total sales decreased 9.8% from
$11,861,387 to $10,704,029. Net income before taxes decreased 65.2% to $599,793.
The decrease in sales is primarily attributed to the reduced shipments of the
AN/APM-480 to the U.S Navy and delays in other government procurement programs.
As of March 31, 2004, 1,153 units of the AN/APM-480 have been shipped and the
remaining 147 units of the total 1,300 unit order will be shipped in fiscal year
2005, a significant number of which will be shipped in the first quarter of
2005. This decline in government sales was partially offset by an increase in
commercial sales, primarily as a result of the introduction of the TR-220/210
family of products.
     The Company continues to invest heavily in new product development in order
to meet the expected demands of its customers and to remain one of the leaders
in the industry. Engineering, research, and development expenditures increased
35% for the year ended March 31, 2004, and represented 20% of total sales for
the current fiscal year as compared to 14% for the prior fiscal year. These
technical expenditures were directed to the continued development of the next
generation of IFF test sets, development of a multi-function commercial bench
tester (TB-2100), development of a foundation technology for future products,
and incorporation of other product enhancements. The Company believes that most
of the AN/APM-480's will need to be upgraded in the future to accommodate the
next generation of IFF testing.
     Additionally, initial costs in connection with the recently acquired
Innerspace Technology, Inc. (ITI) contributed toward the lower income for the
year. The acquisition of ITI in January 2004 was the Company's first step in its
strategy to pursue growth and diversification through acquisitions and alliances
of compatible businesses or technologies. The Company is attempting to increase
ITI's sales by expanding distribution and increased marketing and product
development.
     Exploration of new product opportunities in other government and commercial
markets continues in an attempt to broaden both of the Company's product lines
     This press release includes statements that are not historical in nature
and may be characterized as "forward-looking statements," including those
related to future financial and operating results, benefits, and synergies of
the combined companies, statements concerning the Company's outlook, pricing
trends, and forces within the industry, the completion dates of capital
projects, expected sales growth, cost reduction strategies, and their results,
long-term goals of the Company and other statements of expectations, beliefs,
future plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. All predictions as
to future results contain a measure of uncertainty and, accordingly, actual
results could differ materially. Among the factors which could cause a
difference are: changes in the general economy; changes in demand for the
Company's products or in the cost and availability of its raw materials; the
actions of its competitors; the success of our customers; technological change;
changes in employee relations; government regulations; litigation, including its
inherent uncertainty; difficulties in plant operations and materials;
transportation, environmental matters; and other unforeseen circumstances. A
number of these factors are discussed in the Company's previous filings with the
Securities and Exchange Commission. The Company disclaims any intention or
obligation to update any forward-looking statements as a result of developments
occurring after the date of this press release.
     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.
     Newly acquired Innerspace Technology, Inc. (www.innerspacetechnology.com),
a division of the Company, designs, manufactures and distributes a variety of
shipboard and underwater instruments to support hydrographers, oceanographers,
researchers, engineers, geophysicists, and surveyors worldwide.
     The Company's stock is traded in the American Stock Exchange under the
symbol TIK.

     CONTACT: Tel-Instrument Electronics Corp
              Mr. Joseph P. Macaluso, 201-933-1600