UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 10-Q

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended June 30, 2003

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      Commission File No. 33-18978

                        TEL-INSTRUMENT ELECTRONICS CORP.
             (Exact name of the Registrant as specified in Charter)

      New Jersey                                             22-1441806
      (State of Incorporation)                       (I.R.S. Employer ID Number)

      728 Garden Street, Carlstadt, New Jersey                  07072
      (Address of Principal Executive Offices)                (Zip Code)

          Registrant's Telephone No. including Area Code: 201-933-1600

Indicate by check mark 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 |_|

Indicate the number of shares  outstanding of the issuer's  common stock,  as of
the latest practical date:

2,142,801 shares of Common stock, $.10 par value as of August 11, 2003.

<PAGE>

                     TEL-INSTRUMENT ELECTRONICS CORPORATION

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
Item 1.  Financial Statements (Unaudited):

         Condensed Comparative Balance Sheets
         June 30, 2003 and March 31, 2003                                   1

         Condensed Comparative Statements of Operations -
         Three Months Ended June 30, 2003 and 2002                          2

         Condensed Comparative Statements of Cash Flows -
         Three Months Ended June 30, 2003 and 2002                          3

         Notes to Condensed Financial Statements                           4-6

Item 2.  Management's Discussion and Analysis of the Results of
         Operations and Financial Conditions                               7-10

Item 4.  Controls and Procedures                                            11

         Part II - Other Information

Item 6.  Exhibits and Reports on Form 8-K                                   11

         Signatures                                                         11

         Certifications                                                    12-13

<PAGE>

Item 1 - Financial Statements

                     TEL-INSTRUMENT ELECTRONICS CORPORATION
                      CONDENSED COMPARATIVE BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
ASSETS                                                                                        June 30, 2003          March 31, 2003
                                                                                              -------------          --------------
<S>                                                                                             <C>                    <C>
Current assets:
  Cash and cash equivalents                                                                     $1,842,908             $1,680,124
  Accounts receivable, net of allowance for
    doubtful accounts of $36,598 at
    June 30, 2003 and March 31, 2003                                                             2,013,879              1,966,815
  Inventories, net                                                                               2,372,239              2,262,147
  Prepaid expenses and other current assets                                                         80,093                 42,587
  Deferred income tax benefit - current                                                            597,741                535,448
                                                                                                ----------             ----------
Total current assets                                                                             6,906,860              6,487,121

Property, plant and equipment, net                                                                 716,001                726,594
Other assets                                                                                       277,389                 97,462
                                                                                                ----------             ----------
Total assets                                                                                     7,900,250              7,311,177
                                                                                                ==========             ==========
LIABILITIES & STOCKHOLDERS EQUITY

Current liabilities:
  Note payable - related party - current portion                                                   200,000                200,000
  Convertible subordinated notes - related party                                                     7,500                  7,500
  Capitalized lease obligations - current portion                                                   29,583                 28,637
  Accounts payable                                                                                 589,349                503,216
  Deferred revenues                                                                                 55,594                 51,203
  Accrued payroll, deferred wages, vacation pay and
      payroll taxes                                                                                494,708                436,630
  Income taxes payable                                                                             269,485                103,924
  Accrued expenses                                                                                 985,423              1,001,124
                                                                                                ----------             ----------
Total current liabilities                                                                        2,631,642              2,332,234

Notes payable - related party - non-current portion                                                 50,000                 50,000
Capitalized lease obligations - excluding current portion                                           14,166                 21,069
                                                                                                ----------             ----------
Total liabilities                                                                                2,695,808              2,403,303

Stockholders' equity:
   Common stock                                                                                    214,283                213,583
   Additional paid-in capital                                                                    3,958,737              3,944,812
   Retained earnings                                                                             1,031,422                749,479
                                                                                                ----------             ----------

Total stockholders' equity                                                                       5,204,442              4,907,874
                                                                                                ----------             ----------

Total liabilities and stockholders' equity                                                      $7,900,250             $7,311,177
                                                                                                ==========             ==========
</TABLE>

See accompanying notes to condensed financial statements


                                      -1-
<PAGE>

                     TEL-INSTRUMENT ELECTRONICS CORPORATION
                 CONDENSED COMPARATIVE STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                        Three Months Ended
                                                        ------------------
                                                  June 30, 2003    June 30, 2002
                                                  -------------    -------------

Sales - government                                 $ 1,869,489      $ 2,405,708
Sales - commercial                                   1,188,417          444,025
                                                   -----------      -----------
Total sales                                          3,057,906        2,849,733

Cost of sales                                        1,286,522        1,385,283
                                                   -----------      -----------

Gross margin                                         1,771,384        1,464,450

Operating expenses:
  Selling, general and administrative                  734,999          573,068
  Engineering, research and development                567,910          451,727
                                                   -----------      -----------
Total operating expenses                             1,302,909        1,024,795
                                                   -----------      -----------

Income from operations                                 468,475          439,655

Other income (expense):
  Interest income                                       10,722            6,476
  Interest expense                                      (8,985)         (17,408)
                                                   -----------      -----------

Income before taxes                                    470,212          428,723

Provision for income taxes                             188,269          171,276
                                                   -----------      -----------

Net income                                             281,943          257,447
                                                   ===========      ===========

Basic and diluted income per common share          $      0.13      $      0.12
                                                   ===========      ===========

Dividends per share                                       None             None

Weighted average shares outstanding
   Basic                                             2,138,551        2,135,151
   Diluted                                           2,169,585        2,161,770

See accompanying notes to condensed financial statements


                                      -2-
<PAGE>

                     TEL-INSTRUMENT ELECTRONICS CORPORATION
                 CONDENSED COMPARATIVE STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Three Months ended
                                                                    ------------------
                                                              June 30, 2003   June 30, 2002
                                                              -------------   -------------

Cash flows from operating activities:
<S>                                                           <C>              <C>
Net income                                                    $   281,943      $   257,447
Adjustments to reconcile net income to net
    cash provided by operating activities:
       Deferred income taxes                                      (62,293)          57,690
       Depreciation                                                60,313           62,636

Changes in assets and liabilities:
    Increase in accounts receivable                               (47,064)        (190,873)
   (Increase) decrease in inventories                            (110,092)         297,747
   (Increase ) decrease in prepaid expenses & other
     current assets                                               (37,506)           3,125
   (Increase) decrease in other assets                             (7,501)           3,143
    Increase in accounts payable                                   86,133           29,637
    Increase in income taxes payable                              165,561               --
    Increase in accrued payroll, deferred wages,
      vacation pay and payroll taxes                               58,078           55,724
   (Decrease) increase in deferred
      revenues and accrued expenses                               (11,310)         228,473
                                                              -----------      -----------
Net cash provided by operating activities                         376,262          804,749
                                                              -----------      -----------

Cash flows from investing activities:
    Purchases of property, plant and equipment                    (49,720)         (36,679)
                                                              -----------      -----------
Net cash used in investing activities                             (49,720)         (36,679)
                                                              -----------      -----------

Cash flows from financing activities:
    Proceeds from the exercise of stock options                    14,625            3,000
    Repayment of loan on life insurance policy                   (172,426)              --
    Repayment of capitalized lease obligations                     (5,957)         (39,042)
                                                              -----------      -----------
Net cash used in financing activities                            (163,758)         (36,042)
                                                              -----------      -----------

Net increase in cash and cash equivalents                         162,784          732,028
Cash and cash equivalents at beginning of period                1,680,124        1,198,191
                                                              -----------      -----------
Cash and cash equivalents at end of period                    $ 1,842,908      $ 1,930,219
                                                              ===========      ===========

Taxes paid                                                    $    85,000               --
Interest paid                                                 $    23,362      $    16,327
</TABLE>


See accompanying notes to condensed financial statements


                                      -3-
<PAGE>

                        TEL-INSTRUMENT ELECTRONICS CORP.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1 Basis of Presentation

In the opinion of management,  the accompanying  unaudited  condensed  financial
statements  contain all  adjustments  necessary to present  fairly the financial
position of Tel-Instrument Electronics Corp. as of June 30, 2003, the results of
operations  for the three  months  ended June 30,  2003 and June 30,  2002,  and
statements  of cash flows for the three  months ended June 30, 2003 and June 30,
2002. These results are not necessarily indicative of the results to be expected
for the full year.

The financial  statements have been prepared in accordance with the requirements
of Form 10-Q and  consequently  do not include  disclosures  normally made in an
Annual Report on Form 10-K. The March 31, 2003 results included herein have been
derived from the audited financial  statements  included in the Company's annual
report on Form 10-K.  Accordingly,  the  financial  statements  included  herein
should be  reviewed  in  conjunction  with the  financial  statements  and notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2003.

Note 2 Accounts Receivable, net

Accounts receivable, net consist of:

                                             June 30, 2003      March 31, 2003
                                             -------------      --------------

      Commercial                             $    730,023        $    555,076
      Government                                1,320,454           1,448,337
      Less: Allowance for bad debts               (36,598)            (36,598)
                                             ------------        ------------

                                             $  2,013,879        $  1,966,815
                                             ============        ============

Note 3 Inventories, net

Inventories, net consist of:                 June 30, 2003      March 31, 2003
                                             -------------      --------------

      Purchased parts                        $    969,041        $ 1,074,442
      Work-in-process                           1,500,422          1,289,578
      Finished Goods                               30,589             10,940
      Less:  Reserve for obsolescence            (127,813)          (112,813)
                                             ------------        -----------

                                             $  2,372,239        $  2,262,147
                                             ============        ============


                                      -4-
<PAGE>

                        TEL-INSTRUMENT ELECTRONICS CORP.

               NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

Note 4 Earnings Per Share

The  Company's  basic  income  per  common  share is based on net income for the
relevant  period,  divided  by the  weighted  average  number of  common  shares
outstanding  during the period.  Diluted income per common share is based on net
income,  divided by the weighted  average  number of common  shares  outstanding
during the period, including common share equivalents, such as outstanding stock
options.

Note 5 Stock Options


The Company accounts for its stock option plan in accordance with the provisions
of Accounting  Principles  Board ("APB")  Opinion No. 25,  "Accounting for Stock
Issued to Employees," and related  interpretations.  The Company has adopted the
disclosure  only provisions of Statement of Financial  Accounting  Standards No.
123 and 148,  "Accounting  for Stock-Based  Compensation"  ("SFAS 123 and 148").
Under SFAS 123 and 148 the Company  provides  pro forma net income and pro forma
earnings  per share  disclosures  for employee  stock  option  grants made since
fiscal  1996 as if the  fair-value-based  method as  defined in SFAS No. 123 has
been applied.  The Company currently does not plan to adopt the fair value based
method prescribed by SFAS123.

The  Company  estimates  the fair value of each option  using the Black  Scholes
option-pricing model with the following weighted-average  assumptions:  expected
dividend  yield of 0.0%,  risk-free  interest rate of 3.5% and volatility at 50%
and an expected life of 5 years. Had the Company  determined  compensation  cost
based on the fair  market  value at the grant date for its stock  options  under
SFAS No. 123, the pro forma amounts are indicated below:

<TABLE>
<CAPTION>
                                                    Three Months Ended      Three Months Ended
                                                      June 30, 2003           June 30, 2002

<S>                                                     <C>                     <C>
      Net income  - as reported                         $281,943                $257,447
      Less fair value of stock options                   (17,333)                (18,035)
                                                        --------                --------
      Net income - pro forma                             264,610                 239,412
                                                        ========                ========

      Basic earnings per share - as reported               0.13                    0.12
      Basic earnings per share - pro forma                 0.12                    0.11

      Diluted earnings per share - as reported             0.13                    0.12
      Diluted earnings  per share - pro forma              0.12                    0.11
</TABLE>


                                      -5-
<PAGE>

                        TEL-INSTRUMENT ELECTRONICS CORP.

               NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)

Note 6 Government and Commercial Sales

Information  has been  presented for the Company's  two  reportable  activities,
government and commercial.

The Company is organized  primarily on the basis of its avionics  products.  The
government  market consists  primarily of the sale of test equipment to U.S. and
foreign governments and militaries,  either direct or through distributors.  The
commercial  market  consists of sales of test  equipment to domestic and foreign
airlines and to commercial  distributors.  The  commercial  market also includes
sales related to repairs and  calibration  which have a lower gross margin.  The
Company primarily  develops and designs test equipment for the avionics industry
and,  as  such,  the  Company's  products  and  designs  may be sold in both the
government and commercial markets.

The table below presents information about sales and gross margin. Cost of sales
includes certain allocation factors for indirect costs.

                            Three Months Ended           Three Months Ended
                              June 30, 2003                 June 30, 2002
                        Government    Commercial       Government    Commercial
                        ----------    ----------       ----------    ----------

      Sales             $1,869,489    1,188,417        $2,405,708     444,025
      Cost of sales        726,926      559,596         1,133,885     251,398
                        ----------    ---------        ----------     -------
      Gross margin      $1,142,563      628,821        $1,271,823     192,627
                        ==========    =========        ==========     =======


                                      -6-
<PAGE>

Item  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
         RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Results of Operations

A number of the statements made by the Company in this report may be regarded as
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995.

Forward-looking  statements  include,  among others,  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 that
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 filings
with the Securities and Exchange Commission.

Critical Accounting Policies

In  preparing  our  financial  statements  and  accounting  for  the  underlying
transactions and balances, we apply our accounting policies as disclosed in Note
2 of our Notes to Financial  Statements included in our Form 10-K. The Company's
accounting policies that require a higher degree of judgment and complexity used
in the preparation of financial statements include:

Revenue  recognition  - revenues are  recognized  at the time of shipment to, or
acceptance by customer  provided  title and risk of loss is  transferred  to the
customer.  Provisions,  when  appropriate,  are made  where  the right to return
exists.  Revenues under service  contracts are recognized  when the services are
performed.

Property  and  equipment  - property  and  equipment  are  stated at cost,  less
accumulated  depreciation.  Depreciation  is  provided  using the  straight-line
method over the  estimated  useful lives of the  respective  assets over periods
ranging  from three to eight years.  Useful lives are  estimated at the time the
asset is acquired and are based upon  historical  experience with similar assets
as well as taking  into  account  anticipated  technological  or other  changes.
Leasehold  improvements  are amortized  over the term of the lease or the useful
life of the asset, whichever is shorter.

Inventory reserves - inventory reserves or write-downs are estimated for excess,
slow-moving and obsolete  inventory as well as inventory whose carrying value is
in  excess  of net  realizable  value.  These  estimates  are  based on  current
assessments  about future  demands,  market  conditions  and related  management
initiatives.  If market  conditions  and actual  demands are less favorable than
those projected by management,  additional reserves or inventory write-downs may
be required.


                                      -7-
<PAGE>

Item  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
         RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued)

Results of Operations (continued)

Critical Accounting Policies (continued)

Accounts  receivable - the Company  performs  ongoing credit  evaluations of its
customers and adjusts credit limits based on customer payment and current credit
worthiness,  as determined by review of their current  credit  information.  The
Company  continuously  monitors  credits and  payments  from its  customers  and
maintains  provision  for  estimated  credit  losses  based  on  its  historical
experience and any specific  customer  issues that have been  identified.  While
such  credit  losses  have  historically  been  within our  expectation  and the
provision  established,  the Company  cannot  guarantee that it will continue to
receive positive results.

Warranty  reserves  - warranty  reserves  are based  upon  historical  rates and
specific items that are identifiable and can be estimated at time of sale. While
warranty costs have historically been within our expectations and the provisions
established,  future warranty costs could be in excess of our warranty reserves.
A  significant  increase  in these costs could  adversely  affect our  operating
results  for the period and the  periods  these  additional  costs  materialize.
Warranty  reserves are  adjusted  from time to time when actual  warranty  claim
experience differs from estimates.

Income  taxes - deferred  tax assets and  liabilities  are  determined  based on
differences  between financial reporting and tax bases of assets and liabilities
and are  measured  using  enacted tax rates and laws that will be in effect when
such differences are expected to reverse. The measurement of deferred tax assets
is reduced, if necessary,  by a valuation allowance for any tax benefit which is
not more likely than not to be  realized.  The effect on deferred tax assets and
liabilities  of a change in tax rate is  recognized  in the period that such tax
rate changes are enacted.

Overview

For the first quarter ended June 30, 2003,  sales  increased  7.3% to $3,057,906
and net income  increased  9.5% to $281,943.  Deliveries of the  AN/APM-480  IFF
(Identification, Friend or Foe) Transponder Set Test Set (TSTS) to the U.S. Navy
continue,  but  accounted for only 27.7% of sales for the quarter ended June 30,
2003 as  compared  to 65.2% of sales for the quarter  ended June 30,  2002.  The
Company,  in agreement with the U.S. Navy, has temporarily  decreased the number
of units it is currently  shipping  monthly in anticipation of these units being
returned  for  upgrades  and  enhancements,  in respect of which the Company has
increased its warranty  reserves.  Shipments under this contract should continue
until the  fourth  quarter of the  current  fiscal  year.  This  program  firmly
established  the Company as one of the leading  suppliers in the  avionics  test
equipment  industry,  and improved its market  position.  Commercial  sales also
increased  substantially  during this period as a result of the  introduction of
the  TR-220  Multi-Function  test  set  and  a  sales  promotion  of  the  T-49C
Transponder/TCAS test set.

Investment  in new product  development  continues in order to meet the expected
needs of its  customers  and remain as one of the leaders in the  industry.  The
Company  continues  its  work  on the  next  generation  of  IFF  test  sets  in
anticipation of U.S. and NATO  requirements for more  sophisticated IFF testing.
The Company  anticipates that most of the AN/APM-480's  will need to be returned
and modified,  in the future, to accommodate the more sophisticated IFF testing.
Although there is no assurance that the Company will receive any such contracts,
the Company believes that it is well positioned to obtain such contracts. The


                                      -8-
<PAGE>

Item  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
         RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued)

Results of Operations (continued)

Overview (continued)

recently  introduced TR-220, a commercial  Multi-Function ramp test set has been
favorably received by the marketplace.

The Company has been active in responding to customer requests for quotation, in
addition  to  adapting  its product  designs to respond to these  requests.  The
Company  continues  actively to pursue  opportunities in both the commercial and
government avionics markets, both domestically and internationally.  Exploration
of opportunities in other government and commercial markets also continues in an
attempt to broaden the Company's product line. The Company continues its efforts
with Semaphore  Capital  Advisors LLC to pursue growth through  acquisitions and
alliances of compatible businesses or technologies.

Sales

For the three months ended June 30, 2003, total sales increased  $208,173 (7.3%)
to  $3,057,906  as compared to the three months ended June 30, 2002.  Government
sales decreased $536,219 (22.3%) to $1,869,489 as compared to $2,405,708 for the
first three months of the prior fiscal year. The decrease in government sales is
mainly  attributed to the decrease in the shipment of the AN/APM 480 to the U.S.
Navy. Deliveries of the AN/APM-480 IFF to the U.S. Navy continue,  but accounted
for only 27.7% of sales for the quarter ended June 30, 2003 as compared to 65.2%
of sales for the quarter ended June 30, 2002. The Company, in agreement with the
U.S.  Navy,  has  temporarily  decreased  the  number  of units it is  currently
shipping  monthly in anticipation of these units being returned for upgrades and
enhancements.  Shipments  under this contract  should  continue until the fourth
quarter of the current  fiscal year.  This decrease was  partially  offset by an
increase in sales in other government products,  such as the T-47SH,  T-36M, and
the T-76. Commercial sales increased (167.6%) to $1,188,417 for the three months
ended June 30, 2003, as compared to $444,025 for the three months ended June 30,
2002.  Commercial  sales  increased  during  this  period  as a  result  of  the
introduction of the TR-220  Multi-Function test set and a sales promotion of the
T-49C  Transponder/TCAS  test set. However,  the commercial market remains weak,
primarily  as a  result  of the  weak  financial  position  of  most  commercial
airlines.  As such,  management does not believe that this significant growth in
commercial sales will continue.

Gross Margin

Gross margin  dollars  increased  $306,934 (21%) for the three months ended June
30, 2003 as  compared to the same three  months in the prior  fiscal  year.  The
increase in gross margin is attributed  to an increase in sales  volume,  higher
margins on certain products and to production  efficiencies obtained as a result
of the higher  volume.  The gross margin  percentage  for the three months ended
June 30, 2003 was 57.9% as compared to 51.4% for the three months ended June 30,
2002.

Operating Expenses

Selling,  general and administrative expenses increased $161,931 (28.3%) for the
three months ended June 30, 2003, as compared to the three months ended June 30,
2002.  This  increase is  attributed  to a higher  level of sales and  marketing
activities  and the  additions  of a Customer  Support  Manager and a West Coast
Regional  Sales  Manager.  Selling,  general and  administrative  expenses  also
increased as a result of the


                                      -9-
<PAGE>

Item  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
         RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued)

Results of Operations (continued)

Operating Expenses (continued)

addition of a new Chief Operating Officer,  an increase in legal fees associated
with an appeal of an award of a significant contract by the U.S. Army to another
contractor, and an increase in consulting services.

Engineering,  research and development  expenses increased $116,931 (28.3%). The
higher  level of  expenditures  is  associated  with an increase in research and
development activities, including the continued effort on the next generation of
IFF test sets, a new  transponder/interrogator  bench test set, and enhancements
to existing products.

Income Taxes

A provision  for income  taxes was  recorded  in the amount of $188,269  for the
three months ended June 30, 2003 as compared to a tax  provision of $171,276 for
the three months ended June 30, 2002.  These  amounts  represent  the  effective
federal  and state tax rate of  approximately  40% on the  Company's  net income
before taxes.  The Company has used all of its net operating loss  carryforwards
and the Company will pay federal taxes this fiscal year.

Liquidity and Capital Resources

At June 30, 2003 the Company had working  capital of  $4,275,218  as compared to
$4,154,887  at March 31, 2003.  For the three  months ended June 30, 2003,  cash
provided by operations was $376,262 as compared to $804,749 for the three months
ended  June  30,  2002.  This  decline  in cash  from  operations  is  primarily
attributed to an increase in inventories  and a decrease in accrued  expenses as
compared to the same period last year.

The Company  has a line of credit of  $1,750,000  from Fleet  Bank.  The line of
credit bears an interest rate of 0.5% above the lender's  prevailing  base rate,
which is payable  monthly,  based upon the outstanding  balance.  As of June 30,
2003  the  Company  had  no   outstanding   balance.   The  line  of  credit  is
collateralized  by substantially all of the assets of the Company and expires in
September  2003. The credit  facility  requires the Company to maintain  certain
financial covenants. As of June 30, 2003, the Company was in compliance with all
financial covenants. The Company is in the process of renewing this line.

Based upon the current backlog,  its existing credit line, and cash balance, the
Company  believes that it has sufficient  working  capital to fund its operating
plans for at least the next  twelve  months.  However,  as the  Company  pursues
additional opportunities, the need for additional capital may arise. The Company
will evaluate its alternatives when these  opportunities  arise. The Company has
also  retained  Semaphore  Capital  Advisors as its  investment  bankers to help
pursue  acquisitions  and alliances and, if needed,  to help raise capital.  The
Company  maintains its cash balance  primarily in a money market  account in the
event the cash is needed for acquisition. There was no significant impact on the
Company's  operations  as a result of inflation  for the three months ended June
30, 2003.  These  financial  statements  should be read in conjunction  with the
Company's  Annual Report on Form 10-K to the Securities and Exchange  Commission
for the fiscal year ended March 31, 2003.


                                      -10-
<PAGE>

Item 4. Controls and Procedures

The Company adopted  disclosure  controls and  procedures,  as called for by the
recently   adopted   legislation  and  rules  of  the  Securities  and  Exchange
Commission.  Under rules  promulgated  by the S.E.C.,  disclosure  controls  and
procedures are defined as "those controls or other procedures of the issuer that
are designed to ensure that  information  required to be disclosed by the issuer
in the reports  filed or  submitted  by it under the  Exchange  Act is recorded,
processed,  summarized  and reported,  within the time periods  specified in the
Commission's  rules and forms." The Chief  Executive  Officer and the  Principal
Accounting  Officer of the Company evaluated the Company's  disclosure  controls
and procedures at May 30, 2003, and concluded that they are effective.

Furthermore,  there  were  no  significant  changes  in the  Company's  internal
controls,  or in other factors that could  significantly  affect these  controls
after May 30, 2003,  the date of the evaluation by the Chief  Executive  Officer
and the Principal Accounting Officer.

Part II. Other Information

Item 6. Exhibits and Reports on Form 8-K

      a.    Exhibits

            None.

      b. Reports on Form 8-K.

            None.


SIGNATURES

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 thereunto duly authorized.

                                                TEL-INSTRUMENT ELECTRONICS CORP.

Date: August 13, 2003                           By: /s/ Harold K. Fletcher
                                                    ----------------------------
                                                    /s/ Harold K. Fletcher
                                                    Chairman and President

Date: August 13, 2003                           By: /s/ Joseph P. Macaluso
                                                    ----------------------------
                                                    /s/ Joseph P. Macaluso
                                                    Principal Accounting Officer


                                      -11-
<PAGE>

                         Tel-Instrument Electronics Corp
                                CEO Certification

I, Harold K. Fletcher, 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-14 and 15d-14) for the registrant and we
      have:

      a)    designed  such  disclosure  controls and  procedures  to ensure that
            material  information relating to the registrant is made known to us
            by others within registrant, particularly during the period in which
            this quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented  in  this  quarterly  report  our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date.

5.    The registrant's other certifying  officer and I have disclosed,  based on
      our most recent  evaluation,  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 in the design or operation of internal
            controls which could adversely  affect the  registrant's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and

      b)    any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6.    The  registrant's  other  certifying  officer and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other  factors  that could  significantly  affect  internal
      controls  subsequent to the date of our most recent evaluation,  including
      any  corrective  actions  with  regard  to  significant  deficiencies  and
      material weaknesses.

Date: August 13, 2003                                 /s/ Harold K. Fletcher
                                                      ----------------------
                                                      /s/ Harold K. Fletcher
                                                      Chairman and President


                                      -12-
<PAGE>

                         Tel-Instrument Electronics Corp
                                CFO Certification

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-14 and 15d-14) for the registrant and we
      have:

      a)    designed  such  disclosure  controls and  procedures  to ensure that
            material  information relating to the registrant is made known to us
            by others within registrant, particularly during the period in which
            this quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented  in  this  quarterly  report  our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date.

5.    The registrant's other certifying  officer and I have disclosed,  based on
      our most recent  evaluation,  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 in the design or operation of internal
            controls which could adversely  affect the  registrant's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and

      b)    any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6.    The  registrant's  other  certifying  officer and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other  factors  that could  significantly  affect  internal
      controls  subsequent to the date of our most recent evaluation,  including
      any  corrective  actions  with  regard  to  significant  deficiencies  and
      material weaknesses.

Date: August 13, 2003                               /s/ Joseph P. Macaluso
                                                    ----------------------------
                                                    /s/ Joseph P. Macaluso
                                                    Principal Accounting Officer

                                      -13-