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): August 19, 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))




Section 2 - Financial Information

Item 2.02. Results of Operations and Financial Condition

               On August 19, 2005, the registrant issued a press release
          relating to its June 30, 2005 quarter. A copy of the press release is
          attached as Exhibit A and incorporated herein by reference. The
          Company filed its report on Form 10-Q for the period ended June 30,
          2005 on August 19, 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: August 19, 2005                            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. 19, 2005--Tel-Instrument Electronics
Corp today announced its financial results for the three months ended June 30,
2005:


                                                Three Months Ended
                                                ------------------
                                            June 30,          June 30,
                                                2005              2004
                                                ----              ----

    Sales                                $ 3,150,978       $ 2,812,800

    Net Income Before Taxes                   57,991            87,517

    Provision For Taxes                       28,843            34,963

    Net Income                           $    29,148       $    52,554

    Net Income Per Share, Diluted        $      0.01       $      0.02

    Weighted Average Shares

       Outstanding, Diluted                2,337,848         2,270,496


     For the first quarter ended June 30, 2005, total sales increased 12% to
$3,150,978 as compared to the same quarter in the prior year, and net income
decreased from $52,554 to $29,148 for the same period. The increase in sales is
primarily attributed to the increase in avionics government shipments. The
increase in sales was primarily offset by (a) an increase in engineering,
research and development expenditures for avionics as compared to the same
period last year, as a result of increased research and development efforts,
including the next generation IFF technology, CRAFT, TR-401, and enhancements to
the TB-2100; (b) higher commission expense in the avionics division; and (c) the
loss for the marine systems division, all of which resulted in a decrease in net
income.
     In March 2005, the Company won a competitive procurement and 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. This contract is expected
to be completed in March 2010. The CRAFT combines advanced navigation,
communication, IFF, and sonobuoy test capabilities in a portable test set, which
will utilize a 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 continue funding the development of this
product with shipments to begin in 2-3 years.

     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