8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    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): April 6, 2006
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                         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 April 6, 2006, the registrant issued a press release
         related to its March 31, 2006 results. A copy of the press release is
         attached as Exhibit A 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:  April 7, 2006                 By      /s/ Harold K. Fletcher
                                             ----------------------
                                             Harold K. Fletcher
                                             Chairman and President




                                       2

EX-99

                                                                       Exhibit A

Tel-Instrument Electronics Corp Announces Preliminary Results for 2006

    CARLSTADT, N.J.--(BUSINESS WIRE)--April 6, 2006--Tel-Instrument
Electronics (Tel) announced today that its preliminary estimates for
results of operations for the fourth quarter ended March 31, 2006
indicate a substantial loss. Fourth quarter expenses include
approximately $300,000 in accounting and restructuring charges
associated with its ITI subsidiary. Additionally, sales in the fourth
quarter were below Company targets and quarterly amounts reported for
the first three quarters of the current fiscal year. Research and
Development costs remained high due to the cost of finalizing the
design for the new AN/USM-708 (CRAFT) next generation multi-function
test set for the U.S. Navy. For the 2006 fiscal year ending March 31,
2006, Tel anticipates reporting a consolidated year-end operating loss
as profits from its avionics business were more than offset by losses
and charges at ITI. The Company will issue its audited results of
operations for fiscal year 2006 when they are finalized.
    Tel is in a transitional phase between the end of deliveries in
fiscal year 2006, pursuant to its multi-year AN/APM-480 contract, and
the commencement of production deliveries under its previously
announced multi-year AN/USM-708 contract. The Navy technical
evaluation process for AN/USM-708 is scheduled to begin in April 2007
and product deliveries are currently expected to begin at the start of
the 2008 calendar year. With respect to existing business, commercial
sales remain depressed and several medium-sized military orders have
been delayed. Absent success on several large pending contracts, Tel's
annual sales are expected to remain below recent levels for at least
the first two quarters of the 2007 fiscal year. R&D outlays are
expected to remain high through the first three quarters of the
current calendar year.
    In recognition of the challenging business outlook, on March 31st
the Company adopted a profit improvement plan for Tel and ITI which
management believes will reduce costs substantially. This includes
selected layoffs, a reduction in operating expenses, modifications to
employee benefits, and further integration of ITI's operations into
Tel. While the near-term competitive and economic situation remains
difficult for both the avionics and hydrographic markets, management
remains optimistic about the Company's prospects. Tel has upgraded its
management team and engineering staff over the last several years and
the new digital technology incorporated into the AN/USM-708 could have
applications outside of Tel's traditional avionics business.
    In March 2006, two officers converted interest bearing convertible
notes from the Company into 27,500 shares of common stock. In the 2006
fiscal year, employees and board members exercised stock options and
were issued 84,000 shares of common stock. Although the Company has a
current Registration Statement on Form S-8, allowing employees to sell
stock received upon exercise of options, to the best knowledge of the
Company, no shares were sold by current employees.
    At March 31, 2006, the Company had available cash of about $1.8
million, an unused Bank line of credit of $1.75, million and positive
working capital of approximately $4 million.

    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