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): July 13, 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 (17CFR 240. 14d-2(b))

[]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17CFR 240. 14e-4(c))




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Section 2 - Financial Information

Item 2.02.   Results of Operations and Financial Condition

                  On July 13, 2005, the registrant issued a press release
         announcing its results for the year ended March 31, 2005. A copy of the
         press release is attached as Exhibit A and incorporated herein by
         reference. The Company filed its report on Form 10-K for the year ended
         March 31, 2005 on July 13, 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:  July 13, 2005                             By   /s/ Harold K. Fletcher
                                                    ------------------------
                                                      /s/ Harold K. Fletcher
                                                          Chairman and President





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EX-99

                                                                       Exhibit A

Tel-Instrument Electronics Corp Announces Year End Results

    CARLSTADT, N.J.--(BUSINESS WIRE)--July 13, 2005--Tel-Instrument
Electronics Corp today announced its financial results for the year
ended March 31, 2005:


                                                 Years Ended March 31,
                                                   2005        2004

Sales                                         $10,511,284 $10,704,029
Net Income Before Taxes                            13,717     593,793
Provision For Income Taxes                         42,625     230,883
Net Income (Loss)                                $(28,908)   $362,910
Net Income (Loss) Per Share, Diluted               $(0.01)      $0.16
Weighted Average Shares
    Outstanding, Diluted                        2,157,729   2,257,575



    Consolidated sales and income declined in fiscal year 2005 as
compared to fiscal year 2004, primarily due to losses incurred by the
Company's Marine System's division, which included a full 12 months of
operations and other planned expenditures for product improvement and
sales promotion, and to lower avionics commercial sales, due to the
generally weak financial condition of the airline industry, and due to
a unique sales promotion opportunity in fiscal 2004, which was not
available in fiscal 2005. The Company is closely monitoring the Marine
System's division operations.
    Beginning in the third quarter of fiscal 2005, the Company was
awarded five government contracts aggregating over $22 million,
including a multi-year program (CRAFT - discussed below). These awards
substantially increased the backlog at March 31, 2005, provide a good
foundation for fiscal year 2006, and the multi-year CRAFT program will
give the Company a good foundation for future years.
    In September 2004, the Company received a $1,600,000 contract from
the Army National Guard for its T-36M, and shipments under this
contract were completed in fiscal year 2005. In December 2004, the
Company received a $694,350 order to supply T-47NH's to the Royal
Australian Air Force, which were shipped in the first quarter of
fiscal year 2006. In February 2005, the Company received a $1,815,000
contract to supply the T-36M and the T-47NH to the U.S. Army. In April
2005, the Company received an additional order for $778,000 from the
U.S. Army for these products. It is anticipated that shipment of the
products for these orders will be completed in fiscal year 2006.
    In March 2005, the Company was awarded a $17,344,853 multi-year,
firm-fixed-price, indefinite-delivery/indefinite-quantity contract for
the systems engineering, design and integration, fabrication, testing,
and production of a Communications/Navigation (COMM/NAV) Radio
Frequency (RF) Avionics Flightline Tester (CRAFT) with sonobuoy
simulator capabilities. The Company will begin to bill under the
documentation phase of this contract in fiscal 2006 with the contract
expected to be completed in March 2010. The CRAFT combines advanced
navigation, communication, and sonobuoy test capabilities in a
portable test set, which will utilize the Company's proprietary
flexible and expandable digital-signal-processing-based architecture.
The CRAFT is another significant milestone for the Company, because
the development of this technology will help solidify the Company as
one of the leaders in the industry, and will meet the U.S. Navy's test
requirements for years to come. The Company will fund the development
of this product with shipments to begin in 2-3 years.
    The Company continues to invest heavily in new product development
in order to meet the expected needs of its customers and to remain one
of the leaders in the industry. Engineering, research, and development
expenditures represented 21% and 20%, respectively, for the years
ended March 31, 2005 and 2004. 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.
    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