Tel-Instrument Electronics Corp
                                CFO Certification
                                                                    Exhibit 31.2

I, Joseph P. Macaluso, certify that:

1.    I have  reviewed  this  quarterly  report on Form  10-K of  Tel-Instrument
      Electronics Corp;

2.    Based on my knowledge,  this quarterly  report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  quarterly  report,  fairly  present in all
      material respects the financial condition,  results of operations and cash
      flows of the  registrant  as of, and for,  the periods  presented  in this
      quarterly report;

4.    The  registrant's  other  certifying  officer  and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and we have:

      a)    Designed such  disclosure  controls and  procedures,  or caused such
            control and  procedures  to be designed  under our  supervision,  to
            ensure  that  material   information  relating  to  the  registrant,
            including its consolidated subsidiary, is made known to us by others
            within those entities,  particularly during the period in which this
            quarterly report is being prepared;

      c)    Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation, and

      d)    Disclosed in this  quarterly  report any change in the  registrant's
            internal  control over financial  reporting that occurred during the
            registrant's   most  recent  fiscal   quarter  that  has  materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer and I have disclosed,  based on
      our most recent  evaluation of internal control over financial  reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent function):

      a)    All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      b)    Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date: August 18, 2005                            /s/ Joseph P. Macaluso
                                                 -----------------------------
                                                 Joseph P. Macaluso
                                                 Principal Accounting Officer