8-K

                                  UNITED STATES
                       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): September 30, 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              (IRS Employer
         of incorporation)          File Number)          Identification No.)


              728 Garden St
       Carlstadt, New Jersey 07072                       (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.)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17CFR 240.14e-4(c))



                                       1


Section 7  - Regulation FD

Item 7.01.   Regulation FD Disclosure.

     On September 30, 2004, the registrant issued a press release relating to
its September 30, 2004 quarter and to the balance of its fiscal year ending
March 31, 2005. A copy of the press release is attached as Exhibit 99.1 and
incorporated herein by reference.



                                    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: October 1, 2004                        By: /s/ Harold K. Fletcher
                                                 -------------------------------
                                                 Harold K. Fletcher
                                                 Chairman and President




                                       2

EX-99.1

                                                                    EXHIBIT 99.1

    Tel-Instrument Electronics Corp Announces Estimated Results for
                            Second Quarter

    CARLSTADT, N.J.--(BUSINESS WIRE)--Sept. 30, 2004--Tel-Instrument
Electronics Corp announced today that, because of delays in receiving
new government contracts, and delays in shipments under existing
contracts, as well as slower than anticipated sales growth in its new
subsidiary, Innerspace Technologies, Inc., ("ITI"), which was acquired
in January, 2004, sales and income for the September 30, 2004 quarter
will be lower than for the prior June 30, 2004 quarter, and for the
comparable September 30, 2003 quarter, and will probably result in a
modest loss for the quarter.
    The Company has projected its estimate of results of operations
for the balance of the fiscal year ending March 31, 2005. Sales for
fiscal 2005 are projected to increase over sales in fiscal 2004, and
profit for fiscal 2005 is projected to be comparable to last year's
profit.
    In September, 2004, the Company was awarded a new government
contract, previously announced, increasing backlog at September 30,
2004 to $4.4 million. The Company has submitted bids for several large
government contracts and, if any of these contracts are awarded, they
could positively affect results of operations for the fiscal year.
There is no assurance that the Company will receive any of these
contracts.
    Results of operations for the year ended March 31, 2004 included
only 2 1/2 months of ITI's operations. Results of operations for the
fiscal year ending March 31, 2005 will include 12 months of ITI's
operations, which operations will reflect increased ITI sales but a
greater loss, as compared to 2004.

    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.
    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