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 31, 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 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))

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Section 5.  Corporate Governance and Management

Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
              Appointment of Principal Officers

            On August 30, 2007, the Board of Directors approved the appointment
            of Jeffrey C. O'Hara as President. Mr. O'Hara (49), the son-law
            of the Company's CEO, has served as a Director of the Company
            since 1998 and Vice President since August 2005, and Chief
            operating Officer since June 2006. Mr. O'Hara has an annual
            salary of $108,000. Mr. O'Hara was a Financial Consultant from
            2001, and CFO/President of Alarm Security Group from 1999-2000.
            In addition, the Board of Directors approved the appointment of
            Marc Mastrangelo as Vice President. Mr. Mastrangelo (44) has
            served as Director of Manufacturing for the Company since January
            2004. Mr. Mastrangelo has an annual salary of $123,000. Mr.
            Mastrangelo served as Business Unit Manager for Cooper Industries
            from 1997 to 2004. A copy of the press release is attached as
            Exhibit 99.1 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:  August 31, 2007                By  /s/ Harold K. Fletcher
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                                              Harold K. Fletcher
                                              Chairman and President


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EX-99.1

                                                                    Exhibit 99.1

     Tel-Instrument Electronics Corp Announces New President and
                            Vice President

    CARLSTADT, N.J.--(BUSINESS WIRE)--Aug. 31, 2007--Tel-Instrument
Electronics Corp (AMEX:TIK) is proud to announce the appointment of
Jeffrey C. O'Hara as its new President and Marc Mastrangelo as its
Vice president.

    Mr. O'Hara has served on the Company's Board of Directors since
1998, and has served as Vice President of Operations of the Company
since August 2005 and Chief Operating Officer since June 2006. He is a
graduate of Boston College, has an M.B.A. in Finance from the
University of Michigan, and is also a Certified Public Accountant
(CPA). Mr. O'Hara has over 20 years of senior executive experience,
including various executive positions at General Motors, CFO at
Keywell Corporation (a $500MM firm located in Chicago), and CFO and
then President of a venture capital backed company in Chicago.

    Mr. Mastrangelo has served as the Director of Manufacturing for
the Company since January 2004. Mr. Mastrangelo has an engineering
degree from Northeastern University and an MBA form Western New
England College. Mr. Mastrangelo has over 20 years of manufacturing
experience, including management positions at GE, Lockheed Martin, and
Cooper Industries.

    Reporting directly to the CEO, Mr. Harold K. Fletcher, Mr. O'Hara
will be responsible for overseeing all Company operations and managing
its aggressive growth plans. Mr. Fletcher stated that: "Jeff combines
a solid understanding of our business with a commitment to excellence.
Jeff has also done a terrific job in assembling a talented management
team that can collectively take the Company to the next level in terms
of revenues, profitability and shareholder value."

    Reporting to Mr. O'Hara, Marc Mastrangelo will be responsible for
all manufacturing and operational support activities of the Company
including the pilot production process for CRAFT. Mr. O'Hara stated
that: "Marc is a terrific leader and has been a tremendous asset to
our Company in all facets of the business. His success in
reengineering the production department to further improve efficiency
will be critical to the long-term success of the Company as the two
major Navy production contracts come on stream."

    Tel-Instrument is a leading designer and manufacturer of avionics
test equipment for the general aviation, commercial aviation, and
government/military aviation markets, both domestically and
internationally. Tel-Instrument provides instruments to test a wide
range of navigation, communication and databus 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.

    CONTACT: Tel-Instrument Electronics Corp
             Mr. Joseph P. Macaluso, 201-933-1600