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): February 15, 2005
                              _____________________

                         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 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 (17 CFR 240.14d-2(b))

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

Section 2 - Financial Information

Item 2.02.   Results of Operations and Financial Condition

     On February 15, 2005, the registrant issued a press release relating to its
December 31, 2004 quarter. A copy of the press release is attached as Exhibit 99
and incorporated herein by reference. The Company filed its report on Form 10-Q
for the period ended December 31, 2004 on February 15, 2005.

                                    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:  February 15, 2005                         By   /s/ Harold K. Fletcher
                                                    ----------------------------
                                                      /s/ Harold K. Fletcher
                                                          Chairman and President

                                       2

EX-99

                                                                      Exhibit 99

Tel-Instrument Electronics Corp. Announces Third Quarter Results and Two New
Contracts

    CARLSTADT, N.J.--(BUSINESS WIRE)--Feb. 15, 2005--Tel-Instrument
Electronics Corp. today announced its financial results for the three
and nine months ended December 31, 2004:


                             Three Months Ended    Nine Months Ended
                                December 31,         December 31,
                               2004      2003       2004      2003
                               ----      ----       ----      ----

Sales                       $2,782,090 2,914,271  $7,833,840 8,588,893
Net income before taxes         69,771   228,453      25,511   904,074
Provision for taxes             27,725    91,266      10,044   361,177
Net income                     $42,046   137,187     $15,467   542,897
Net income per share,
 diluted                         $0.02     $0.06       $0.01     $0.24
Weighted average shares
 outstanding, diluted        2,272,473 2,232,820   2,264,901 2,230,565


    Sales and income decreased for the three and nine months ended
December 31, 2004. As previously reported, sales and operating income
declined because of delays in deliveries under existing contracts and
in the awarding of new contracts, and as a result of the losses
attributed to the marine systems division, resulting from the planned
additional marketing and development costs. In addition, the Company,
in agreement with the U.S. Navy, has temporarily stopped shipment of
the AN/APM-480 in anticipation of these units being returned for
up-grades and enhancements. However, the total number of units under
contract has not changed and approximately 90 units remain to be
shipped under this contract.
    The Company has been encouraged by the award of two new contracts,
in addition to the previously announced contract from the Army
National Guard for about $1,600,000. In December 2004, the Company
received an order, through its distributor, to supply T-47NC's to the
Royal Australian Air Force in the amount of $694,350. In February
2005, the Company received a contract in the amount of $1,815,000 to
supply the T-36M and the T-47NH to the U.S. Army. The Company's
current backlog is approximately $4.7 million.
    Investment in new product development continues for both avionics
and marine systems in anticipation of expected customer needs and to
remain as leaders in the respective industries. For the avionics
division, the Company continues its work on the next generation of IFF
(Identification, Friend or Foe) test sets in anticipation of U.S. and
NATO requirements for more sophisticated IFF testing. The Company
anticipates that most of the AN/APM-480's, previously sold by the
Company, will be returned and modified to accommodate this more
sophisticated IFF test capabilities. Although there is no assurance
that the Company will receive any such modification contracts, the
Company believes that it is well positioned to obtain them.
    For marine systems, the Company has made improvements to its tide
gauge, and is upgrading its depth sounders with a new Windows
operating system.

    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.
             Joseph P. Macaluso, 201-933-1600