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, 2002

[ ]   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:

2,135,751 shares of Common stock, $.10 par value as of August 8, 2002.

<PAGE>

                     TEL-INSTRUMENT ELECTRONICS CORPORATION

                                TABLE OF CONTENTS

                                                                            PAGE

Item 1.     Financial Statements (Unaudited):

            Condensed Comparative Balance Sheets
            June 30, 2002 and March 31, 2002                                 1

            Condensed Comparative Statements of Operations -
            Three Months Ended June 30, 2002 and 2001                        2

            Condensed Comparative Statements of Cash Flows -
            Three Months Ended June 30, 2002 and 2001                        3

            Notes to Condensed Financial Statements                          4-5

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

            Part II - Other Information

Item 6.     Exhibits and Reports on Form 8-K                                 10

            SIGNATURES                                                       10

<PAGE>

Item 1 - Financial Statements

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

ASSETS                                         June 30, 2002     March 31, 2002
                                               -------------     --------------

Current assets:
   Cash and cash equivalents                    $  1,930,219      $  1,198,191
   Accounts receivable, net of allowance
     for doubtful accounts of $36,598 at
     June 30, 2002 and March 31, 2002              1,128,722           937,849
  Inventories, net                                 2,183,933         2,481,680
  Prepaid expenses and other current assets           44,831            47,956
  Deferred income tax benefit - current              611,310           669,000
                                                ------------      ------------
Total current assets                               5,899,015         5,334,676

Property, plant and equipment, net                   796,053           822,010
Other assets                                          73,743            76,886
                                                ------------      ------------
Total assets                                       6,768,811         6,233,572
                                                ============      ---=========

LIABILITIES & STOCKHOLDERS EQUITY

Current liabilities:
  Note payable - related party -
    current portion                                  250,000           250,000
  Convertible subordinated notes -
    related party                                      7,500             7,500
  Capitalized lease obligations -
    current portion                                   88,890           108,845
  Deferred revenues                                  574,907           518,103
  Accrued payroll, deferred wages,
    vacation pay and payroll taxes                   455,161           399,437
  Accounts payable and accrued expenses            1,098,016           896,710
                                                ------------      ------------
Total current liabilities                          2,474,474         2,180,595

Notes payable - related party -
  non-current portion                                100,000           100,000
Capitalized lease obligations -
  excluding current portion                           33,096            52,183
                                                ------------      ------------
Total liabilities                                  2,607,570         2,332,778

Stockholders' equity:
   Common stock                                      213,578           213,338
   Additional paid-in capital                      3,944,727         3,941,967
   Retained earnings (accumulated deficit)             2,936          (254,511)
                                                ------------      ------------

Total stockholders' equity                         4,161,241         3,900,794
                                                ------------      ------------

Total liabilities and stockholders' equity      $  6,768,811      $  6,233,572
                                                ============      ---=========

See accompanying notes to condensed financial statements


                                      -1-
<PAGE>

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

                                                     Three Months Ended
                                             ---------------------------------

                                             June 30, 2002        June 30, 2001
                                             -------------        -------------

Sales - government                             $2,405,708         $  1,808,671
Sales - commercial                                444,025              753,018
                                               ----------         ------------
Total sales                                     2,849,733            2,561,689

Cost of sales                                   1,385,283            1,314,306
                                               ----------         ------------

Gross margin                                    1,464,450            1,247,383

Operating expenses:
  Selling, general and administrative             573,068              398,612
  Engineering, research and development           451,727              415,171
                                               ----------         ------------
Total operating expenses                        1,024,795              813,783
                                               ----------         ------------

Income from operations                            439,655              433,600

Other income (expense):
  Interest income                                   6,476                4,592
  Interest expense                                (17,408)             (18,612)
                                               ----------         ------------

Income before taxes                               428,723              419,580

Provision for income taxes                        171,276              170,880
                                               ----------         ------------

Net income                                        257,447              248,700
                                               ==========         ============

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

Dividends per share                                  None                 None

Weighted average shares outstanding
   Basic                                        2,135,151            2,125,251
   Diluted                                      2,161,770            2,162,197

See accompanying notes to condensed financial statements


                                      -2-
<PAGE>

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

                                                      Three Months ended
                                                -----------------------------

                                                June 30, 2002   June 30, 2001
                                                -------------   -------------

Cash flows from operating activities:
Net income                                        $  257,447       $ 248,700
Adjustments to reconcile net income to net
    cash provided by operating activities:
       Deferred income taxes                          57,690         122,213
       Depreciation and amortization                  62,636          45,507

Changes in assets and liabilities:
    Increase in accounts receivable                 (190,873)        (32,562)
    Decrease (increase) in inventories               297,747        (122,373)
    Decrease (increase) in prepaid expenses
      & other current assets                           3,125         (33,374)
    Decrease (increase) in other assets                3,143          (6,450)
    Increase in accrued payroll, deferred
      wages, vacation pay and payroll taxes           55,724          18,166
    Increase (decrease) in accounts payable,
      deferred revenues and accrued expenses         258,110        (111,340)
                                                 -----------      ----------
Net cash provided by operating activities            804,749         128,487
                                                  -----------      ----------

Cash flows from investing activities:
    Purchases of property, plant and equipment       (36,679)        (96,634)
                                                 -----------      ----------
Net cash used in investing activities                (36,679)        (96,634)
                                                 -----------      ----------

Cash flows from financing activities:
    Proceeds from the exercise of stock
      options                                          3,000           2,592
    Repayment of capitalized lease obligations       (39,042)        (26,352)
                                                 -----------      ----------
Net cash used in financing activities                (36,042)        (23,760)
                                                 -----------      ----------

Net increase in cash and cash equivalents            732,028           8,093
Cash and cash equivalents at beginning
  of period                                        1,198,191         433,438
                                                 -----------      ----------
Cash and cash equivalents at end of period       $ 1,930,219      $  441,531
                                                 ===========      ==========

Taxes paid                                               --       $   89,305
Interest paid                                    $    16,327      $   30,811
Assets acquired through capital leases                   --       $   61,857

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, 2002 the results of
operations  for the three  months  ended June 30,  2002 and June 30,  2001,  and
statements  of cash flows for the three  months ended June 30, 2002 and June 30,
2001. 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, 2002 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, 2002.

Note 2 Accounts Receivable, net

Accounts receivable, net consists of:

                                       June 30, 2002        March 31, 2002
                                       -------------        --------------

      Commercial                        $   207,534          $    238,690
      Government                            957,786               735,757
      Allowance for bad debts               (36,598)              (36,598)
                                        -----------          ------------

                                        $ 1,128,722          $    937,849
                                        ===========          ============

Note 3 Inventories, net

Inventories, net consist of:           June 30, 2002        March 31, 2002
                                       -------------        --------------

      Purchased parts                   $   852,684          $    913,917
      Work-in-process                     1,402,434             1,584,701
      Finished Goods                         34,128                68,375
      Less:  Reserve for obsolescence      (105,313)              (85,313)
                                        -----------          ------------

                                        $ 2,183,933          $  2,481,680
                                        ===========          ============


                                      -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 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 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, 2002                 June 30, 2001
                       Government    Commercial      Government     Commercial
                       ----------    ----------      ----------     ----------

    Sales            $   2,405,708     444,025     $   1,808,671     753,018
    Cost of sales        1,133,885     251,398           965,303     349,003
                     -------------     -------     ------------      -------

    Gross margin     $   1,271,823     192,627     $     843,368     404,015
                     =============     =======     =============     =======


                                      -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.

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 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 inventory write-downs may be required.


                                      -6-
<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.

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, 2002,  sales  increased 11.2% to $2,849,733
and net income  before  taxes  increased  2.2% to  $428,723.  Deliveries  of the
AN/APM-480 IFF  (Identification,  Friend or Foe) Transponder Set Test Set (TSTS)
to the U.S. Navy continue and accounted for 64.9% of sales for the quarter ended
June 30, 2002 as compared to 41.8% of sales for the quarter ended June 30, 2001.
While government sales remain strong as a result of deliveries of the AN/APM-480
to the U.S. Navy, the commercial market remains weak. In August 2002 the Company
received an order from the U.S. Navy for an  additional  105  AN/APM-480's.  The
Company has now received orders for 1,182 units from the U.S. Navy and there are
118 units  remaining  subject to the option under the contract.  Any options not
exercised by the U.S.  Navy by February  11, 2003 will  expire.  The Company has
shipped  637 units  through  June 30,  2002 and  expects  shipments  under  this
contract to continue through August of next year,  unless the balance of the 118
units are exercised,  in which case  deliveries will continue until later in the
year.  This  program  firmly  established  the  Company  as one  of the  leading
suppliers  in the  avionics  test  equipment  industry,  and improved its market
position.

The Company  continues to invest heavily in new product  development 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
upgraded,  in the future, to accommodate the more sophisticated IFF testing. The
Company  recently  introduced  the  T-36C,  Nav/Comm  ramp  test  set,  into the
commercial  market, and the T-47S  Multi-Function  ramp tester into the military
market.  New products  soon to be  introduced  include the TR-220,  a commercial
Multi-Function  ramp test set, and the T-462,  the Company's new bench test set.
The T-462  capitalizes  on the Company's  technology  and is part of the plan to
expand into new markets.


                                      -7-
<PAGE>

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

Results of Operations (continued)

Overview (continued)

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 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, 2002, total sales increased $288,044 (11.2%)
to  $2,849,733  as compared to the three months ended June 30, 2001.  Government
sales  increased  $597,037 (33%) to $2,405,708 as compared to $1,808,671 for the
first three 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 (64.9% of
total  sales).  Commercial  sales  decreased  (41%) to  $444,025  as compared to
$753,018 for the three months  ended June 30, 2001.  The decrease in  commercial
sales is primarily  the result of the drop in airline  orders,  as the result of
the September 11th tragedy,  financial  difficulties  in the commercial  airline
industry, and completion of a major contract with a freight carrier.

Gross Margin

Gross margin dollars increased  $217,067 (17.4%) for the three months ended June
30, 2002 as  compared to the same three  months in the prior  fiscal  year.  The
increase in gross  margin,  for the most part,  is  attributed to an increase in
sales volume,  higher prices on orders for limited units of the AN/APM-480  and,
to a lesser  extent,  to  production  efficiencies  obtained  as a result of the
higher volume. These amounts were partially offset by higher warranty costs. The
gross  margin  percentage  for the three months ended June 30, 2002 was 51.4% as
compared to 48.7% for the three  months  ended June 30,  2001.  The gross margin
percentage  in the next few quarters will not be as high as the first quarter as
a result of lower selling prices on the AN/APM-480 for the units remaining under
the U.S. Navy contract.

Operating Expenses

Selling,  general and administrative expenses increased $174,456 (43.8%) for the
three months ended June 30, 2002, as compared to the three months ended June 30,
2001.  This  increase is  attributed  to added sales and  marketing  activities,
higher sales commission expense, recruitment fees for a Chief Operating Officer,
and an increase in professional fees, including investment-banking services. The
Company is  actively  recruiting  a Chief  Operating  Officer  and a Director of
Business Development.  The addition of these personnel will add to the Company's
operating expenses in the near future,  but management  believes these additions
are necessary for the Company to continue its growth and provide for the orderly
succession of key personnel.


                                      -8-
<PAGE>

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

Results of Operations (continued)

Operating Expenses

Engineering,  research and development  expenses  increased $36,556 (8.8%).  The
higher  level of  expenditures  is  associated  with an increase in research and
development  activities,  including the TR-220, a multi-function  ramp test set,
and the T-462,  the Company's new bench test set, as well as continued effort on
the next generation of IFF test sets.

Income Taxes

A provision  for income  taxes was  recorded  in the amount of $171,276  for the
three months ended June 30, 2002 as compared to a tax  provision of $170,880 for
the three months ended June 30, 2001.  These  amounts  represent  the  effective
federal and state tax rate on the Company's net income before taxes. The Company
has used its net operating loss  carryforwards  and the Company will pay federal
taxes this fiscal year.

Liquidity and Capital Resources

At June 30, 2002 the Company had working  capital of  $3,424,541  as compared to
$3,154,081  at March 31, 2002.  For the three  months ended June 30, 2002,  cash
provided by operations was $804,749 as compared to $128,487 for the three months
ended  June 30,  2001.  This  increase  in cash  from  operations  is  primarily
attributed to a decrease in inventories and an increase in accounts  payable and
accrued expenses.

The Company  has a line of credit of  $1,000,000  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,
2002  the  Company  had  no   outstanding   balance.   The  line  of  credit  is
collateralized  by substantially all of the assets of the Company and expires in
August  2002.  The credit  facility  requires  the Company to  maintain  certain
financial covenants. As of June 30, 2002, 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, 2002.

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 June 30, 2001.


                                      -9-
<PAGE>

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

Part II.  Other Information

Item 6. Exhibits and Reports on Form 8-K

      a. Exhibits

         99.1  Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         99.2  Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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


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


                                      -10-