SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K/A

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the fiscal year                                          Commission File No.
ended March 31, 2001                                              33-18978

                        TEL-INSTRUMENT ELECTRONICS CORP.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           New Jersey                                   22-1441806
    ------------------------                ------------------------------------
    (State of incorporation)                (IRS Employer Identification Number)

          728 Garden Street
       Carlstadt, New  Jersey                                           07072
       ----------------------                                           -----
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code: (201) 933-1600

Securities registered pursuant to Section 12(b) of the Act:

               None
----------------------------------

Securities registered pursuant to Section 12(g) of the Act:

               None
----------------------------------

Indicate by checkmark  whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes _X_ . No __.

The aggregate market value of the voting Common Stock (par value $.10 per share)
held by  non-affiliates  on June 11, 2001 was $1,945,409  using the price of the
last trade on June 11, 2001.

2,124,351 shares of Common Stock were outstanding as of June 11, 2001.

Total Pages - 42

Exhibit Index - pages 40-41


                                                                               1

<PAGE>

Explanatory Note

      This  amended  Form 10-K has been filed  solely for the  purpose of filing
Exhibit 10.4 which was inadvertently omitted in the initial filing by the filing
agent.


<PAGE>

TEL-INSTRUMENT ELECTRONICS CORP.

                                   Signatures

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
      Exchange  Act of 1934,  the  Registrant  has duly caused this report to be
      signed on its behalf by the undersigned, thereunto duly authorized.

                        TEL-INSTRUMENT ELECTRONICS CORP.
                                  (Registrant)

      Dated: July 5, 2001                          By:  /s/ Harold K. Fletcher
                                                        ----------------------
                                                         President and Director
                                                         (Principal Executive
                                                         Officer)

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
      report has been  signed  below by the  following  persons on behalf of the
      Registrant  and  in  the  capacities  and on  the  date  indicated  and by
      signature hereto.

<TABLE>
<CAPTION>

              Signature                                     Title                          Date
              ---------                                     -----                          ----

             <S>                                        <C>                               <C>
              /s/  Harold K. Fletcher                     Director                         July 5, 2001
              ---------------------------
              /s/  Harold K. Fletcher

              /s/  Joseph P. Macaluso           Principal Accounting Officer               July 5, 2001
              ---------------------------
              /s/  Joseph P. Macaluso

              /s/  George J. Leon                         Director                         July 5, 2001
              ---------------------------
              /s/  George J. Leon

              /s/ Robert J. Melnick                       Director                         July 5, 2001
              ---------------------------
              /s/ Robert J. Melnick

              /s/ Jeff O'Hara                             Director                         July 5, 2001
              ---------------------------
              /s/ Jeff O'Hara

              /s/  Robert H. Walker                       Director                         July 5, 2001
              ---------------------------
              /s/  Robert H. Walker

</TABLE>

      Supplemental  Information  to be Furnished  with Reports Filed Pursuant to
      Section  15(d)  of the  Act  by  Registrants  Which  Have  Not  Registered
      Securities Pursuant to Section 12 of the Act.

      No annual report to security  holders covering the fiscal year ended March
      31,  2001,  except  in the form  set  forth in this  Form  10-K,  has been
      prepared.  No proxy  statement,  form of proxy, or other proxy  soliciting
      material has been sent to shareholders with respect to any annual or other
      meeting  of   shareholders.   No  annual  report  or  proxy   material  is
      contemplated.


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