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): August 16, 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 August 16, 2004, Tel-Instrument Electronics Corp issued a press release
announcing its results for the quarter ended June 30, 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:  August 16, 2004                         By   /s/ Harold K. Fletcher
                                                    ----------------------------
                                                    /s/ Harold K. Fletcher
                                                    Chairman and President

EX-99.1

                                                                    Exhibit 99.1

Tel-Instrument Electronics Corp Announces Results For First Quarter

     CARLSTADT, N.J.--(BUSINESS WIRE)--Aug. 16, 2004--Tel-Instrument Electronics
Corp (Amex:TIK), today announced its financial results for the three months
ended June 30, 2004:


                                          Three Months Ended
                                    June 30,               June 30,
                                     2004                    2003

Sales                           $ 2,812,800              $ 3,057,906
Net Income Before Taxes              87,517                  470,212
Provision For Taxes                  34,963                  188,269
Net Income                      $    52,554              $   281,943
Net Income Per Share, Diluted   $      0.02              $      0.13
Weighted Average Shares
    Outstanding, Diluted          2,270,496                2,169,585

     For the first quarter ended June 30, 2004, total sales decreased 8% to
$2,812,800 from the same period in the prior year, and net income decreased to
$52,554 as compared to $281,943 for the same period last year. In January 2004,
the Company completed its acquisition of Innerspace Technology, Inc. ("ITI"), a
company selling its products to the marine industry. ITI is a wholly-owned
subsidiary of the Company, and ITI's balance sheet and results of operations are
consolidated in the Company's financial statements for the quarter ended June
30, 2004.
     For the quarter ended June 30, 2004, total sales of $2,812,800 consisted of
avionics sales of $2,583,071, as compared to $3,057,906 for the prior year, and
sales of marine instrumentation products of $229,729. The decline in sales is
associated with the decrease in commercial sales, which were lower as a result
of a sales promotion in the prior year, and the continuing financial
difficulties in the airline industry. Income before taxes was $87,517 for the
quarter ended June 30, 2004 as compared to $470,212 for the quarter ended June
30, 2003, as a result of the lower sales, change in product mix and costs
associated with ITI.
     The Company has been active in responding to requests for quotation for new
government programs, which could result in new test equipment contracts, and is
now in the process of submitting proposals for several large government
programs. There is no assurance that the Company will be awarded any of these
contracts. The Company continues actively to pursue opportunities in both the
commercial and governmental avionics and marine systems markets, both
domestically and internationally. The Company also continues its efforts with
Semaphore Capital Advisors LLC to pursue growth through acquisitions and
alliances of compatible businesses or technologies

     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
              Joseph P. Macaluso, 201-933-1600