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 16, 2007
                                                          ---------------

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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            (IRS Employer
       of incorporation)          File Number)         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 August 16, 2007, the registrant issued a press release relating to
     its June 30, 2007 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 June 30, 2007 on August 14, 2007.



                                    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 16, 2007                 By: /s/ Harold K. Fletcher
                                           ----------------------
                                           Harold K. Fletcher
                                           Chairman and President


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EX-99.1

                                                                    Exhibit 99.1

 Tel-Instrument Electronics Corp Announces Results for First Quarter


    CARLSTADT, N.J.--(BUSINESS WIRE)--Aug. 16, 2007--Tel-Instrument
Electronics Corp today announced its financial results for the three
months ended June 30, 2007:

                                               Three Months Ended
                                           ---------------------------
                                           June 30, 2007 June 30, 2006
                                           ------------- -------------
Sales                                       $  3,081,052  $  1,765,051
Net loss before taxes                          (138,839)     (451,546)
Income tax benefit                              (55,465)     (180,392)
Net loss                                    $   (83,374)  $  (271,154)
Net loss per share, diluted                 $     (0.04)  $     (0.12)
Weighted average shares outstanding,
 diluted                                       2,342,581     2,283,256

    For the first quarter ended June 30, 2007, total sales increased
75% to $3,081,052 as compared to the same quarter in the prior year,
and the net loss decreased from $271,154 to $83,374 for the same
period. This increase in sales is primarily attributed to the
following:

    --  In fiscal year 2007, the Company was awarded the AN/ARM-206
        Intermediate Level TACAN Test Set (ITATS) contract for $4.4
        million for testing, documentation, and the delivery of
        prototypes. Since this contract has a long duration, revenues
        under this contract have been recognized on a
        percentage-of-completion basis. For the first three months of
        fiscal year 2008, revenues under this contract were
        approximately $736,000. However, the gross profit of $71K for
        this contract in the quarter is significantly less than the
        Company's historical gross profit due to use of an engineering
        subcontractor, and the competitiveness of the bidding process.

    --  The shipment of T-47N test sets to the Royal Australian Air
        Force (through the Company's distributor) for approximately
        $600,000.

    --  Increase in shipments of the TR-220 Multi-Function test set.

    Over the last two calendar years the Company has won competitive
awards for two major contracts, CRAFT and ITATS, from the U.S. Navy.
These contracts include multi-year production deliveries, commencing
late in calendar year 2008, and have an aggregate value of
approximately $30 million. The products under these contracts
represent cutting edge technology, and should provide Tel with a
competitive advantage for years to come.

    Research and development expenditures will continue to remain high
for the next several quarters to support the CRAFT program that is
expected to be in environmental testing in the fall of 2007. The
Company has been able to partially offset some of the research and
development expenditures by implementing a Profit Improvement Plan,
which resulted in reductions in operating expenses.

    Sales of marine products remained flat for the first quarter of
fiscal year 2008 as compared to the same period of the prior year. The
Company reduced expenses pursuant to its profit improvement plan, but
current sales volume remains inadequate to cover existing expenses.
ITI's sales have not grown as expected and the Company is closely
monitoring its performance, and is evaluating its future potential.

    While the near-term competitive and economic situation remains
difficult for both the avionics and marine system markets, management
remains optimistic about the Company's near and long-term prospects.
Tel has significantly upgraded its management team and engineering
staff over the last several years and the new digital technology
incorporated into the AN/USM-708 and AN/ARM-206 units could have
applications outside of Tel's traditional avionics business as well as
increasing opportunities in traditional markets.

    As a consequence of operating losses, working capital,
stockholders' equity, and cash have declined. However, the Company
believes that it has adequate liquidity, borrowing resources, and
backlog to fund operating plans for the next 12 months, and until
deliveries of its new units commence.

    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