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): November 15, 2006
                                                         -----------------

                              ---------------------

                         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 (17 CFR 240.13e-4(c))




                                       1


Section 2 - Financial Information

Item 2.02.   Results of Operations and Financial Condition

                  On November 14, 2006, the registrant issued a press release
         relating to its September 30, 2006 quarter. A copy of the press release
         is attached as Exhibit 99.1 and incorporated herein by reference. The
         Company filed its report on Form 10-Q for the period ended September
         30, 2006 on November 14, 2006.


                                    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:  November 15, 2006            By   /s/ Harold K. Fletcher
                                       -----------------------------------------
                                         /s/ Harold K. Fletcher
                                         Chairman and President


                                       2

EX-99.1

                                                                    Exhibit 99.1

    Tel-Instrument Electronics Corp Announces Results for the Second Quarter

    CARLSTADT, N.J.--(BUSINESS WIRE)--Nov. 14, 2006--Tel-Instrument
Electronics Corp ("TEL" or the "Company") today announced its
consolidated financial results for the three and six month periods
ended September 30, 2006.



                         Three Months Ended       Six Months Ended
                            September 30,           September 30,
                          2006        2005        2006        2005
                       ----------- ----------- ----------- -----------

Sales                  $2,127,349   3,094,442  $3,892,400   6,245,420
Net Income (Loss)
 Before Taxes            (135,185)     64,884    (589,731)   122,,875
Provision (Benefit)
 For Taxes                (55,207)     28,768    (235,599)     57,611
Net Income (Loss)      $  (82,978)     36,116  $ (354,132)     65,264
Net Income (Loss) Per
 Share, Diluted            ($0.04) $     0.02     ($ 0.15) $     0.03
Weighted Average
 Shares
  Outstanding, Diluted  2,298,631   2,302,015   2,290,381   2,301,083


    As previously reported, the Company is in a transition phase
between the conclusion of deliveries under its previous U.S. Navy
AN/APM-480 multi-year contract and commencement of deliveries under
its new, multi-year U.S. Navy contract to deliver AN/USM-708 CRAFT
units. As a result of this interval of reduced deliveries and sales,
as well as from continuing weakness in the commercial aviation
industry and lower sales in the marine systems division, the revenues
were down significantly in the three and six-month periods ended
September 30, 2006.

    Although research and development expenditures must remain high,
in order to support the large CRAFT and ITATS contract awards, the
Company adopted a Profit Improvement Plan in March of this year, which
resulted in substantial operating expense reductions for the six
months ended September 30, 2006 as compared to the previous fiscal
year. Gross margin as a percent of sales also has not improved because
of the lower volume of sales and competitive pressures.

    As a consequence of the temporary but significant decline in
revenues and gross margin exceeding the reduction in operating costs,
operating profits and cash have declined. However, the Company has
working capital in excess of $4 million, cash in excess of $1 million,
and an unused credit line of $1.75 million, and believes that it has
adequate liquidity, resources, and backlog to fund operating plans
during the interval, and until deliveries of the AN/USM-708 CRAFT and
ITATS commence in calendar 2008.

    The Annual Meeting of Shareholders will be held on December 6,
2006 at the Company's facilities at, 728 Garden Street, Carlstadt, NJ,
at 4:00 p.m.

    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 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