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 December 31, 2001

[ ]   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:

2,128,351 shares of Common stock, $.10 par value as of February 7, 2002.


<PAGE>

                     TEL-INSTRUMENT ELECTRONICS CORPORATION

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Item 1.     Financial Statements (Unaudited):

            Condensed Comparative Balance Sheets
              December 31, 2001 and March 31, 2001                             1

            Condensed Comparative Statements of Operations -
              Three and Nine Months Ended December 31, 2001 and 2000           2

            Condensed Comparative Statements of Cash Flows -
              Nine Months Ended December 31, 2001 and 2000                     3

            Notes to Condensed Financial Statements                          4-5

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                            6-9

Part II     Other Information                                                  9


                                   SIGNATURES                                 10


<PAGE>

                     TEL-INSTRUMENT ELECTRONICS CORPORATION
                      CONDENSED COMPARATIVE BALANCE SHEETS
                      December 31, 2001 and March 31, 2001
                                   (unaudited)

<TABLE>
<CAPTION>
ASSETS
                                                       December 31, 2001    March 31, 2001
                                                       -----------------    --------------
Current assets:
<S>                                                     <C>                  <C>
  Cash                                                  $   858,106          $   433,438
  Accounts receivable, net of allowance for doubtful      1,390,933            1,264,383
    accounts of $11,598 at December 31, 2001 and
    March 31, 2001
  Inventories                                             2,555,802            2,351,648
  Prepaid expenses and other current assets                  24,329               43,568
  Deferred income tax benefit -- current                    527,276              527,276
                                                        -----------          -----------
Total current assets                                      5,356,446            4,620,313

Property, plant, and equipment, net                         791,838              674,656
Other assets                                                 52,801               35,354
Deferred income tax benefit                                 332,144              604,323
                                                        -----------          -----------
Total assets                                              6,533,229            5,934,646
                                                        ===========          ===========

LIABILITIES & STOCKHOLDERS EQUITY

Current liabilities:
  Note payable -- related party -- current portion          200,000              200,000
  Note payable -- bank                                      100,000              250,000
  Convertible subordinated notes -- related party            15,000               15,000
  Capitalized lease obligations -- current portion           77,927               77,826
  Deferred revenues and payments in advance               1,088,811              267,630
  Accrued payroll, vacation pay, deferred wages,
     payroll taxes and interest on deferred wages           475,624              535,850
  Accounts payable and accrued expenses                     934,571            1,507,647
                                                        -----------          -----------
Total current liabilities                                 2,891,933            2,853,953

Notes payable -- related party -- non-current
  portion                                                   150,000              150,000
Capitalized lease obligations - excluding current
  portion                                                    64,418               68,345
                                                        -----------          -----------
Total liabilities                                        3,106, 351            3,072,298

Stockholders' equity:
  Common stock                                              215,070              212,438
  Additional paid-in capital                              3,932,735            3,932,111
  Accumulated deficit                                      (720,927)          (1,282,201)
                                                        -----------          -----------
Total stockholders' equity                                3,426,878            2,862,348
                                                        -----------          -----------
Total liabilities and stockholders' equity              $ 6,533,229          $ 5,934,646
                                                        ===========          ===========
</TABLE>

See accompanying notes to condensed financial statement


                                       1
<PAGE>

                     TEL-INSTRUMENT ELECTRONICS CORPORATION
                 CONDENSED COMPARATIVE STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                 Three Months Ended            Nine Months Ended
                                           Dec. 31, 2001  Dec. 31, 2000   Dec. 31, 2001  Dec. 31, 2000
                                           -------------  -------------   -------------  -------------
Sales
<S>                                         <C>            <C>            <C>            <C>
  Government, net                           $ 1,601,158    $ 1,454,141    $ 5,061,879    $ 3,304,339
  Commercial, net                               438,195        822,015      1,725,645      2,214,074
                                            -----------    -----------    -----------    -----------
Total Sales                                 $ 2,039,353    $ 2,276,156    $ 6,787,524    $ 5,518,413
Cost of Sales                                 1,009,736      1,158,023      3,436,913      2,841,286
                                            -----------    -----------    -----------    -----------
Gross margin                                  1,029,617      1,118,133      3,350,611      2,677,127

Operating expenses:
  Selling, general & administrative             399,761        437,081      1,249,656      1,153,370
  Engineering, research, & development          318,867        294,274      1,113,417        734,566
                                            -----------    -----------    -----------    -----------

Total operating expenses                        718,628        731,355      2,363,073      1,887,936

     Income from operations                     310,989        386,778        987,538        789,191

Other income (expense):
  Interest income                                   968          7,440         10,296         16,715
  Interest expense                              (19,580)       (35,946)       (63,155)       (97,776)
                                            -----------    -----------    -----------    -----------

Income before taxes                             292,377        358,272        934,679        708,130

Provision (benefit) for income taxes, net       116,806         (7,908)       373,405        133,042
                                            -----------    -----------    -----------    -----------

Net income                                  $   175,571    $   366,180    $   561,274    $   575,088
                                            ===========    ===========    ===========    ===========

Basic and diluted income
     per common share                       $      0.08    $      0.17    $      0.26    $      0.27

Dividends per share                                None           None           None           None

Weighted average shares outstanding
     Basic                                    2,128,351      2,113,690      2,127,111      2,113,570
     Diluted                                  2,158,264      2,141,061      2,157,024      2,140,941
</TABLE>

See accompanying notes to condensed financial statements


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                         Nine Months Ended   Nine Months Ended
                                                         December 31, 2001    December 31,2000
                                                         -----------------    ----------------

Increase in cash:
Cash flows from operating activities
<S>                                                       <C>                   <C>
Net income                                                $ 561,274             $ 575,088
Adjustments to reconcile net income to cash used
    In operating activities:
     Deferred income taxes                                  272,179                98,645
     Depreciation                                           155,335                93,564

Changes in assets or liabilities:
   Increase in accounts receivable and unbilled
     revenue                                               (126,550)             (325,748)
   Increase  in inventories                                (204,154)             (241,510)
   Decrease (increase) in prepaid expenses and
     other current assets                                    19,239                (2,493)
   Increase in other assets                                 (17,447)               (6,728)
   Increase (decrease) in advanced payments and
     deferred revenues                                      821,181                (1,905)
   (Decrease) increase in accrued payroll, deferred
     wages and and vacation pay                            (60,226)               155,377
   Decrease in accounts payable and accrued expenses       (573,076)              (81,765)
                                                          ---------             ---------
Net cash provided by operations                             847,755               262,525
                                                          ---------             ---------

Cash flows from investing activities:
  Cash purchases of property, plant and equipment          (210,660)              (73,583)
                                                          ---------             ---------
Net cash used in investing activities                      (210,660)              (73,583)
                                                          ---------             ---------

Cash flows from financing activities:
Proceeds from exercise of stock options                       3,256                   664
Repayment of notes payable to bank                         (150,000)                 --
Repayment of capitalized lease obligations                  (65,683)              (48,003)
                                                          ---------             ---------
Net cash used in financing activities                      (212,427)              (47,339)
                                                          ---------             ---------

Net increase in cash                                        424,668               141,603
Cash at beginning of period                                 433,438               172,836
                                                          ---------             ---------
Cash at end of period                                     $ 858,106             $ 314,439
                                                          =========             =========

Interest paid                                             $  43,772             $  71,006
                                                          =========             =========
Capitalized lease obligations                             $  61,857             $  57,614
                                                          =========             =========
</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   (consisting  only  of  normal  recurring
accruals)  necessary to present fairly the financial  position of Tel-Instrument
Electronics  Corp as of December 31,  2001,  the results of  operations  for the
three and nine  months  ended  December  31, 2001 and  December  31,  2000,  and
statements  of cash  flows  for the nine  months  ended  December  31,  2001 and
December 31, 2000.  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, 2001 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, 2001.

Note 2 Accounts Receivable

The following table sets forth the components of accounts receivable:

                                       Dec. 31, 2001        March 31, 2001
                                       -------------        --------------
      Commercial                        $  354,910            $  392,214
      Government                         1,047,621               883,767
      Allowance for bad debts              (11,598)              (11,598)
                                        ----------            ----------

Total                                   $1,390,933            $1,264,383
                                       ==========             ==========

Note 3 Inventories

Inventories consist of:

                                       Dec. 31, 2001        March 31, 2001
                                       -------------        --------------

      Purchased Parts                   $1,277,083            $1,072,191
      Work-in-process                    1,351,514             1,352,252
      Less: Reserve for Obsolescence       (72,795)              (72,795)
                                        ----------            ----------

      Total                             $2,555,802            $2,351,648
                                        ==========             ==========


                                       4
<PAGE>

                         TEL-INSTRUMENT ELECTRONICS CORP
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 4 Income Taxes

The Company,  in accordance  with FASB 109, has recognized a deferred income tax
benefit based upon the expected  utilization of net operating loss carryforwards
before  they  expire  and  benefit  from the  reversal  of tax  asset  temporary
difference.  For the nine months ended December 31, 2001, the company recorded a
tax provision of $373,405,  which represents the effective federal and state tax
rate on the Company's net income before taxes of $934,679.  The Company does not
pay   significant   federal  taxes  as  a  result  of  its  net  operating  loss
carryforwards.

Note 5 Earnings Per Share

The  Company's  basic  income per 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 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 6 Government and Commercial Sales

The Company is organized 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  mostly of sales of test  equipment to domestic and
foreign airlines and to commercial distributors.  The Company primarily develops
and designs test equipment for the avionics industry and, where appropriate, the
Company's products are designed to 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
                            December 31, 2001            December 31, 2000
                         Government   Commercial      Government   Commercial
                         ----------   ----------      ----------   ----------
      Sales             $1,601,158     $438,195      $1,454,141    $822,015
      Cost of Sales        819,142      190,594         770,399     387,624
                        ----------     --------      ----------    --------
      Gross Margin      $  782,016     $247,601      $  683,742    $434,391
                        ==========     ========      ==========    ========

                            Nine Months Ended            Nine Months Ended
                            December 31, 2001            December 31, 2000
                         Government   Commercial      Government    Commercial
                         ----------   ----------      ----------    ----------
      Sales             $ 5,061,879    $ 1,725,645   $ 3,304,339   $ 2,214,074
      Cost of Sales       2,648,907        788,006     1,769,559     1,071,727
                        -----------    -----------   -----------   -----------
      Gross Margin      $ 2,412,972    $   937,639   $ 1,534,780   $ 1,142,347
                        ===========    ===========   ===========   ===========


                                       5
<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.

Overview

For the nine months ended December 31, 2001,  sales  increased 23% to $6,787,524
and net income  before taxes  increased  32% to $934,679.  Deferred  revenues of
approximately  $578,000,  for  units  requiring  a  software  upgrade  prior  to
shipment,  were  recorded in third  quarter of the  current  fiscal year and are
included in deferred  revenues in the  accompanying  balance sheet in accordance
with of Staff  Accounting  Bulletin  No.101,  "Revenue  Recognition in Financial
Statements"  ("SAB101").  The Company  has begun  shipment of these units in the
fourth quarter and expects to recognize all of these sales in the fourth quarter
of the current fiscal year. The Company had no significant deferred revenues for
the same  period in the prior  fiscal  year.  Deliveries  of the  AN/APM 480 IFF
(Identification,  Friend or Foe)  Transponder Test Set to the U.S. Navy continue
and  accounted  for 46.4% of total sales for the nine months ended  December 31,
2001.  The U.S.  Navy's  option to purchase  additional  units of the  Company's
AN/APM 480 has been  extended  from  December 31, 2001 to August 11,  2002.  The
Company has  received  orders for 1,059 units and there are 241 units  remaining
subject to the U.S. Navy's option under the contract.  Any options not exercised
by August 11, 2002 will then expire.

The Company  continues to actively pursue  opportunities  in both the commercial
and government markets,  both domestically and internationally,  and new product
development efforts based upon evaluation of these markets. The Company has been
active in responding to customer requests for quotation, in addition to adapting
its product designs to respond to these requests.  Exploration of  opportunities
in other  government  and  commercial  markets  also  continues in an attempt to
broaden the Company's  product line.  As previously  announced,  the Company has
engaged Crary Partners LLC to render investment-banking  services to the Company
by helping  pursue  growth  through  acquisitions  and alliances and advising on
financing and strategic investment options.


                                       6
<PAGE>

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

Results of Operations (continued)

Sales

For the three months  ended  December 31,  2001,  net sales  decreased  $236,803
(10.4%) as compared to the three  months ended  December 31, 2000.  In addition,
during the quarter ended  December 31, 2001,  the Company  deferred  revenues of
approximately  $578,000  in  accordance  with SAB 101.  The  Company  expects to
recognize  this  amount  as sales in the  fourth  of the  current  fiscal  year.
Government  sales  increased  $147,017  (10.1%) to  $1,601,158  as  compared  to
$1,454,141  for the three  months  ended  December  31,  2000.  The  increase in
government  sales is mainly  attributed to the shipment of the AN/APM 480 to the
U.S. Navy,  which accounted for 50.7% of the total sales for the current quarter
as compared to 36.6% for the same  quarter  last year.  Government  sales in the
third  quarter  also  increased  as a result  of  shipments  of the new  T-47SH.
Commercial sales decreased $383,820 (46.7%) for the third quarter ended December
31, 2001 as compared to the third  quarter of the  previous  fiscal  year.  This
decrease  is  primarily  the result of the  completion  of a contract to a major
freight carrier,  and the inability to replace this contract with a new contract
due to the financial  difficulties  encountered  within the  commercial  airline
industry and the consequences of the September 11th tragedy.

For the nine months  ended  December 31, 2001,  net sales  increased  $1,269,111
(23%) to $6,787,524 as compared to $5,518,413 for the nine months ended December
31, 2000.  Government  sales  increased  $1,757,540  (53.2%) to  $5,061,869,  as
compared to $3,304,339  for the first nine months of the prior fiscal year.  The
increase in government sales is mainly  attributed to the shipment of the AN/APM
480 to the U.S.  Navy.  Sales of the AN/APM 480 to the U.S.  Navy  accounted for
46.4% of the sales for the first  nine  months  of the  current  fiscal  year as
compared  to 27.3% for the same  period last year.  The  increase in  government
sales is also  attributed  to the  introduction  of the  T-47SH and sales of the
Company's ILS (Instrument Landing System) test sets.  Commercial sales decreased
$488,429  (22.1%) to $1,725,645  as compared to  $2,214,074  for the nine months
ended December 31, 2000. This decrease is primarily the result of the completion
of a contract to a major  freight  carrier,  and the  inability  to replace this
contract  with a new  contract  due to the  financial  difficulties  encountered
within the commercial  airline  industry and the  consequences  of the September
11th tragedy.

Gross Margin

Gross  margin  dollars  decreased  $88,516  (7.9%)  for the three  months  ended
December  31,  2001 as  compared to the same period last year as a result of the
lower  recorded  sales.  Gross margin  dollars  increased  $673,484 for the nine
months ended December 31, 2001 as compared to the nine months ended December 31,
2000.  The increase in gross  margin,  for the most part,  is  attributed  to an
increase in sales volume. The gross margin percentage for the three months ended
December  31,  2001 was 50.5% as compared  to 49.1% for the three  months  ended
December  31,  2000.  The gross  margin  percentage  for the nine  months  ended
December  31,  2001 was 49.4% as  compared  to 48.5% for the nine  months  ended
December 31, 2000.


                                       7
<PAGE>

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

Results of Operations (continued)

Operating Expenses

Selling,  general and  administrative  expenses decreased $37,320 (8.5%) for the
quarter ended  December 31, 2001 as compared to the previous  fiscal year.  This
decrease  is  associated  with  lower  accrued  compensation  expenses,   offset
partially by an increase in sales and marketing expenses.  Selling,  general and
administrative  expenses  increased  $96,286  (8.3%) for the nine  months  ended
December 31, 2001 as compared to the nine months ended  December 31, 2000.  This
increase is attributed to an increase in sales and marketing activities,  higher
professional fees, and an increase in facility costs associated with the Company
adding the lower level of the building to its lease. These increases were offset
partially by lower accrued compensation expense.

Engineering,  research and  development  expenses  increased  $24,593 (8.4%) and
$378,851  (51.6%) for the same  periods.  The higher  level of  expenditures  is
associated  with an increase in research and development  activities,  including
the completion of the design of the T-47SH test set, development of a commercial
bench test,  and new products for other targeted  markets.  The Company has also
begun work on the next generation of IFF test sets.

Income Taxes

In accordance  with SFAS 109, a provision for income taxes was recognized in the
amount of $373,405 for the nine months ended December 31, 2001, which represents
the effective federal and state tax rate on the company's income before taxes of
$934,679.  The Company does not pay significant federal taxes as a result of its
net operating loss  carryforwards.  For the nine months ended December 31, 2000,
the Company  recorded a net tax  provision of  $133,042,  which  represents  the
recognition  of a federal and state tax  provision on the  Company's  net income
before  taxes of $708,130 in the amount of $283,042  offset by  reduction of its
deferred tax valuation allowance in the amount of $150,000.

Liquidity and Capital Resources

At December 31, 2001 the Company had positive  working  capital of $2,464,513 as
compared to  $1,766,360 at March 31, 2001.  For the nine months ended  September
30, 2001,  cash provided by operations  was $847,755 as compared to $262,525 for
the nine months ended December 31, 2001.  This increase in cash from  operations
is primarily  attributed to the improvement in the Company's  operating  income.
This  increase  was  partially  offset by a reduction  in  accounts  payable and
accrued expenses and an increase in inventories and accounts receivable.

The Company has a line of credit in the amount of $600,000 from Fleet Bank.  The
line of credit bears an interest rate of 1% above the lender's  prevailing  base
rate, which is payable monthly,  based upon the outstanding balance. At December
31, 2001,  the company had borrowed  $100,000  against its line of credit.  This
amount was  repaid in  January  2002.  The line of credit is  collateralized  by
substantially all of the assets of the company. The credit facility requires the
Company to maintain certain  financial  covenants.  As of December 31, 2001, the
Company was in compliance with all financial covenants. While the credit line


                                       8
<PAGE>

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

Results of Operations (continued)

Liquidity and Capital Resources (continued)

formally  expired at August 30, 2001,  the loan was not called.  The Company has
since repaid the loan as a result of its improved financial  position.  The line
of  credit is still  available,  if  needed,  while the  Company  negotiates  an
increase in the line of credit.  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 the next  twelve  months.  At
present,  the  Company  does not  anticipate  significant  long-term  needs  for
capital.

There was no  significant  impact  on the  Company's  operations  as a result of
inflation for the nine months ended December 31, 2001.

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, 2001.

Part II Other Information

Item 4 Submission of Matters to a Vote of Security Holders

(a)   The Annual  Meeting of  Shareholders  was held on  December  13, 2001 (the
      "Annual Meeting").
(b)   Not  applicable  because  (i)  proxies  for the  Annual  Meeting  were not
      solicited pursuant to Regulation 14A under the Securities  Exchange Act of
      1934;  (ii)  there  was no  solicitation  in  opposition  to  management's
      nominees as listed in the Company's proxy statement; and (iii) all of such
      nominees were elected.
(c)   At the  Annual  Meeting,  the  Company's  shareholders  voted  in favor of
      re-electing management's nominees for election as directors of the Company
      as follows:

                                          For             Against
                                       ---------          -------
      Harold K. Fletcher               1,611,790             0
      George J. Leon                   1,611,790             0
      Robert J. Melnick                1,611,790             0
      Jeff C. O'Hara                   1,611,790             0
      Robert J. Walker                 1,611,790             0

The  shareholders  also  voted  all  1,611,790  shares  in  favor  of  ratifying
PricewaterhouseCoopers  L.L.P. as the Company's independent  accountants for the
fiscal year ending March 31, 2002.

(d)   Not applicable


                                       9
<PAGE>

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: February 13, 2002                 By: /s/ Harold K. Fletcher
                                            ----------------------
                                            /s/ Harold K. Fletcher
                                            Chairman and President

Date: February 13, 2002                 By:  /s/ Joseph P. Macaluso
                                            -----------------------
                                            /s/ Joseph P. Macaluso
                                            Principal Accounting Officer


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