EXHIBIT 31.2

                         Tel-Instrument Electronics Corp
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                                CFO Certification
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I, Joseph P. Macaluso, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q 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))  and internal  control over
     financial  reporting  (as defined in Exchange Act Rules 13(a) and 15(f) and
     15(d)-15(f) 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;

          b)   Designed  such  internal  control over  financial  reporting,  or
               caiused  such  internal  control over  financial  reporting to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

          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  officers 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 14, 2009                       /s/  Joseph P. Macaluso
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                                                 Joseph P. Macaluso
                                                 Principal Accounting Officer