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, 1999

            __    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:

2,113,290 shares of Common stock, $.10 par value as of February 1, 2000.


<PAGE>

                     TEL-INSTRUMENT ELECTRONICS CORPORATION
                     --------------------------------------
                                TABLE OF CONTENTS
                                -----------------


                                                                            PAGE
                                                                            ----

Item  1.     Financial Statements (Unaudited):

             Condensed Comparative Balance Sheets
                December 31, 1999 and March 31, 1999                         1

             Condensed Comparative Statements of Operations -
                Three and Nine Months Ended December 31, 1999 and 1998       2

             Condensed Comparative Statements of Cash Flows -
                Nine Months Ended December 31, 1999 and 1998                 3

             Notes to Condensed Financial Statements                         4-6

Item 2.      Management's Discussion and Analysis of Financial
                Condition and Results of Operations                          7-9

Part II      Other Information                                               10


                                       SIGNATURES                            10


<PAGE>

Item 1 - Financial Statements

                     TEL-INSTRUMENT ELECTRONICS CORPORATION
                     --------------------------------------
                      CONDENSED COMPARATIVE BALANCE SHEETS
                      ------------------------------------

<TABLE>
<CAPTION>
                                                             (Unaudited)     (Audited)
       ASSETS                                               December 31,     March 31,
                                                                   1999           1999
                                                            ------------   -----------
<S>                                                         <C>            <C>
Current assets:
  Cash                                                      $   185,284    $    70,617
  Accounts receivable, net                                      905,623        638,721
  Inventories                                                 1,014,791        713,700
  Prepaid expenses and other current assets                      36,991         39,173
  Deferred income tax benefit - current                         170,000         78,300
                                                            -----------    -----------

Total current assets                                          2,312,689      1,540,511
                                                            -----------    -----------

Property, plant, and equipment, net                             283,054        130,901
Other assets                                                    154,638        128,892
Deferred income tax benefit                                     616,771        418,204
                                                            -----------    -----------

Total assets                                                  3,367,152      2,218,508
                                                            ===========    ===========

LIABILITIES & STOCKHOLDERS EQUITY

Current liabilities:
  Note payable - related party - current portion                100,000        100,000
  Note payable - bank                                           200,000             --
  Convertible subordinated notes - related party                 15,000         15,000
  Capitalized lease obligations - current portion                54,409          9,667
  Advance Payments                                              135,037        134,767
  Accrued payroll, vacation pay,
    and payroll taxes                                           297,099        218,289
  Accounts payable and accrued expenses                         750,783        555,206
                                                            -----------    -----------

Total current liabilities                                     1,552,328      1,032,929
                                                            -----------    -----------

Notes payable - related party - non-current portion             250,000        250,000
Capitalized lease obligations - excluding current portion       115,933         16,486
                                                            -----------    -----------

Total liabilities                                             1,918,261      1,299,415

Stockholders' equity:
  Common stock                                                  211,332        210,998
  Additional paid-in capital                                  3,927,921      3,925,854
  Accumulated deficit                                        (2,690,362)    (3,217,759)
                                                            -----------    -----------

Total stockholders' equity                                    1,448,891        919,093
                                                            -----------    -----------

Total liabilities and stockholders' equity                  $ 3,367,152    $ 2,218,508
                                                            ===========    ===========
</TABLE>

See accompanying notes to condensed financial statements


<PAGE>

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

<TABLE>
<CAPTION>
                                                                Three Months Ended             Nine Months Ended
                                                          December 31,   December 31,   December 31,   December 31,
Sales                                                             1999           1998           1999           1998
                                                                  ----           ----           ----           ----
<S>                                                        <C>            <C>            <C>            <C>
  Government, net                                          $ 1,110,275    $   584,490    $ 2,474,990    $ 1,385,702
  Commercial, net                                              299,715        388,446      1,383,623      1,278,103
                                                           -----------    -----------    -----------    -----------
Total Sales                                                  1,409,990        972,936      3,858,613      2,663,805


Cost of sales                                                  677,030        346,610      1,777,450      1,111,420
                                                           -----------    -----------    -----------    -----------

Gross Margin                                                   732,960        626,326      2,081,163      1,552,385

Operating expenses:
  Selling, general & administrative                            269,915        233,366        838,154        706,593
  Engineering, research, & development                         381,777        273,057        963,079        842,602
                                                           -----------    -----------    -----------    -----------

Total operating expenses                                       651,692        506,423      1,801,233      1,549,195

  Income from operations                                        81,268        119,903        279,930          3,190

Other income (expense):
  Interest income                                                2,735             82          6,433          8,635
  Interest expense                                             (20,946)       (10,238)       (49,233)       (31,731)
                                                           -----------    -----------    -----------    -----------

Income/(loss) before taxes                                      63,057        109,747        237,130        (19,906)

(Benefit)/provision for income taxes                          (359,810)        43,844       (290,267)        (7,952)
                                                           -----------    -----------    -----------    -----------

Net income/(loss)                                          $   422,867    $    65,903    $   527,397    $   (11,954)
                                                           ===========    ===========    ===========    ===========

Basic and diluted income (loss)
  per common share                                         $      0.20    $      0.03    $      0.25    $     (0.01)

Dividends per share                                               None           None           None           None

Weighted average shares outstanding
  Basic                                                      2,110,790      2,104,539      2,110,290      2,098,657
  Diluted                                                    2,127,883      2,116,101      2,127,383      2,098,657
</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
                                                                             December 31,
                                                                         1998         1998
                                                                      ---------    ----------
<S>                                                                   <C>          <C>
Increase (decrease) in cash:
Cash flows from operating activities
Net (loss) income                                                     $ 527,397    $ (11,954)
Adjustments to reconcile net (loss) income to cash used
  in operating activities:
   Deferred income taxes                                               (290,267)      (7,952)
   Depreciation                                                          53,263       30,558

Changes in assets or liabilities:
  (Increase) decrease in accounts receivable and unbilled revenue      (266,902)    (227,000)
  (Increase) decrease in inventories                                   (301,091)    (209,690)
   Decrease (increase) in prepaid expenses and other current assets       2,182       (9,043)
  (Increase) decrease in other assets                                   (25,746)     (30,996)
   Increase in advanced billings                                            270           --
   Increase (decrease) in accrued payroll, deferred wages and
     and vacation pay                                                    78,810         (776)
   Increase (decrease) in accounts payable and accrued expenses         195,577       (7,827)
                                                                      ---------    ---------
Net cash used in operations                                             (26,507)    (474,680)
                                                                      ---------    ---------

Cash flows from investing activities:
  Cash purchases of property, plant and equipment                       (41,090)     (59,714)
                                                                      ---------    ---------
Net cash used in investing activities                                   (41,090)     (59,714)
                                                                      ---------    ---------

Cash flows from financing activities:
Proceeds from exercise of stock options                                   2,401        4,619
Proceeds from notes payable - bank, net                                 200,000           --
Repayment of capitalized lease obligations                              (20,137)          --
                                                                      ---------    ---------
Net cash provided by financing activities                               182,264        4,619
                                                                      ---------    ---------

Net increase  (decrease) in cash                                        114,667     (529,775)
Cash at beginning of period                                              70,617      585,281
                                                                      ---------    ---------

Cash at end of period                                                 $ 185,284    $  55,506
                                                                      =========    =========

Interest paid                                                         $  56,873    $  20,538
Capitalized lease obligations                                         $ 164,256    $      --
                                                                      =========    =========
</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, 1999,  the results of  operations  for the
three and nine  months  ended  December  31, 1999 and  December  31,  1998,  and
statements  of cash  flows  for the nine  months  ended  December  31,  1999 and
December 31, 1998.  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, 1999 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, 1999.

Note 2 Accounts Receivable

The following table sets forth the components of accounts receivable:

                                           December 31,             March 31,
                                                   1999                  1999
                                                   ----                  ----

        Commercial                           $  128,781            $  179,742
        Government                              513,248               359,716
        Unbilled revenues                       279,192               114,848
        Allowance for bad debts                 (15,598)              (15,585)
                                             ----------            ----------
        Total                                $  905,623            $  638,721
                                             ==========            ==========

Sales are recognized primarily upon shipment of products,  except in the case of
long-term contracts wherein sales are recognized on the percentage-of-completion
method.

Sales  associated  with the  documentation  and test  portion  of the U.S.  Navy
contract have been recorded on the  percentage-of-completion  method. Under this
approach,  sales and gross margin are  recognized  based upon the ratio of costs
incurred to date to total current  estimated  contract costs.  Unbilled revenues
represent  recoverable  costs and accrued  profit not billed  resulting from the
application  of  percentage-of-completion  accounting.  Actual  billing of these
amounts will be based upon actual billing terms.


                                       4
<PAGE>

                        TEL-INSTRUMENT ELECTRONICS CORP.
                        --------------------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
               ---------------------------------------------------

Note 3 Inventories

Inventories consist of:

                                             December 31,          March 31,
                                                     1999               1999
                                                     ----               ----

        Purchased Parts                        $  694,624           $402,804
        Work-in-process                           371,187            340,516
        Less:  Reserve for Obsolescence           (51,020)           (29,620)
                                                ---------           --------

        Total                                  $1,014,791           $713,700
                                               ==========           ========

Note 4 Income Taxes

The Company,  in accordance  with SFAS 109, has recognized a deferred income tax
benefit based upon the expected  utilization of net operating loss carryforwards
as the Company  believes  that it is more likely than not that it will realize a
portion of its operating  losses  before they expire.  For the nine months ended
December 31, 1999,  the Company  recorded a net tax benefit of $290,267.  During
the quarter ended December 31, 1999, the Company recognized a deferred tax asset
of $385,000. The tax benefit from the recognition of the Company's net operating
losses is offset by its  provision  for  income  taxes of  $94,733  for the nine
months ended  December 31, 1999. The Company has no liability for federal taxes.
The recognized  deferred tax assets are based on the Company's  expected  future
taxable  income as a result of a  significant  increase in orders under the U.S.
Navy  contract  which are expected to result in the partial  utilization  of its
operating loss  carryforwards.  The Company believes that it is more likely than
not that it will realize this portion of its net  operating  losses  before they
expire. The Company has retained its valuation allowance for those net operating
losses that begin to expire after the U.S. Navy contract has been completed,  as
there is no  assurance  that the Company  will  generate  sufficient  profits to
utilize such net operating  losses.  These  amounts are based upon  management's
estimates and the actual results could differ from these estimates.

Note 5 Earnings Per Share

The  Company's  basic income  (loss) per share is based on net income (loss) for
the relevant  period,  divided by the weighted  average  number of common shares
outstanding  during the period.  Diluted income (loss) per share is based on net
income  (loss),  divided  by  the  weighted  average  number  of  common  shares
outstanding,  including  common  share  equivalents  such as  outstanding  stock
options  and  warrants  during the period.  Common  share  equivalents,  such as
outstanding  stock  options,  are not included in the  calculation  for the nine
months ended December 31, 1998 since the effect would be antidilutive.

Note 6 Line of Credit

In July 1999, the Company renegotiated its line of credit of $250,000,  maturing
in July 2000.  Interest is payable  monthly at an interest  rate of 1% above the
lender's  prevailing base rate. The line is  collateralized by substantially all
of the assets of the Company.  During the six months ended  September  30, 1999,
the Company had  borrowed all of the  $250,000.  In November  1999,  the Company
repaid $50,000.  At December 31, 1999, the Company had an outstanding balance of
$200,000.


                                       5
<PAGE>

                        TEL-INSTRUMENT ELECTRONICS CORP.
                        --------------------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
               ---------------------------------------------------

Note 7 Government and Commercial Sales

In 1999,  the Company  adopted  SFAS 131. The prior years  information  has been
restated to present the Company's government and commercial activities.

The Company is organized on the basis of its avionics  products.  The government
segment  consists  primarily  of the sale of test  equipment to U.S. and foreign
governments and militaries either direct or through distributors. The commercial
segment  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.  Costs of
sales includes certain allocation factors for indirect costs.

<TABLE>
<CAPTION>
                                     Three Months Ended                        Three Months Ended
                                      December 31, 1999                         December 31, 1998
                               Government         Commercial            Government        Commercial
                               ----------         ----------            ----------        ----------
<S>                         <C>                     <C>                  <C>                <C>
        Sales               $  1,110,275         $  299,715           $  584,490         $  388,446

        Cost of Sales            529,929            147,101              229,653            116,957
                            ------------         ----------           ----------         ----------
        Gross Margin        $    580,346         $  152,614           $  354,837         $  271,489
                            ============         ==========           ==========         ==========


<CAPTION>
                                      Nine Months Ended                         Nine Months Ended
                                      December 31, 1999                         December 31, 1998
                               Government        Commercial             Government        Commercial
                               ----------        ----------             ----------        ----------
<S>                            <C>                <C>                  <C>                <C>
        Sales               $  2,474,990         $1,383,623           $1,385,702         $1,278,103
        Cost of Sales          1,175,818            601,632              616,586            494,834
                            ------------         ----------           ----------         ----------
        Gross Margin        $  1,299,172         $  781,991           $  769,116         $  783,269
                            ============         ==========           ==========         ==========
</TABLE>

Note 8 Note Payable - Related party

The note due March 31, 1999 was extended until March 31, 2000.

Note 9 Convertible Subordinated Note - Related party

The maturity date of this note was extended to March 31, 2000.


                                       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.

Overview

The Company has now  received  orders from the U.S.  Navy for a total of 923 IFF
(Identification,  Friend or Foe)  Transponder  Set Test Sets (TSTS) with a value
totaling over $11,800,000.  The contract with the U.S. Navy includes options for
up to 1,300 units  against  which the 923 have been  ordered,  the  remainder of
which the U.S.  Navy can  exercise,  on behalf  of all U.S.  military  services,
through  calendar year 2001.  However,  there can be no assurance  that the U.S.
Navy will  exercise all or any  additional  of its purchase  options  under this
contract.  The Company  expects to begin  shipping these units at the end of the
fourth quarter of the current fiscal year.  These orders represent a significant
milestone for the Company and also  represent the  successful  culmination  of a
major Company funded research and development effort.

In January 2000, the Company received from Marconi  Communications,  through its
Italian  intermediary,  M.P.G.  Instruments  s.r.l., a contract in the amount of
$680,000 for Precision DME (Distance Measuring  Equipment) Bench Test Sets. This
contract is incremental  to the contract  received in May 1999 for Precision DME
Ramp Test Sets in the amount of $396,262.  Precision  DME is directly  solely to
the  European  market.  The Company will design and build the Bench Test Set and
expects to begin delivering these units in early calendar year 2001.

The Company's backlog currently exceeds $15,000,000. This backlog is deliverable
over the next few years.

In  summary,  sales  for the nine  months  ended  December  31,  1999  increased
$1,194,808  (44.9%) to  $3,858,613  as  compared to the same period in the prior
fiscal year. For the nine months ended December 31, 1999, the Company  generated
income  before  taxes of  $237,130 as compared to a loss of $19,906 for the nine
months  ended  December  31, 1998.  The Company  continues to invest  heavily in
engineering, research, and development as the Company continues to develop other
products for targeted markets.


                                       7
<PAGE>

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

Results of Operations (continued)

Sales

Total sales increased  $437,054 (44.9%) and $1,194,808 (44.9%) for the three and
nine months  ended  December  31,  1999,  respectively,  as compared to the same
periods in the prior fiscal year.

Government sales increased $525,785 (90.0%) and $1,089,288 (78.6%) for the three
and nine months ended December 31, 1999, respectively,  as compared to the three
and nine months ended  December 31, 1998.  The increase in  government  sales is
attributed to the sales of the T-47 family of IFF test sets to both domestic and
international  customers,  including the T-47CC which incorporates a directional
antenna, the T-47N which includes an interrogator  function and the T-49CF which
incorporates  test scenarios  required by the U.S. Air Force.  In addition,  the
Company  recorded  sales of $178,578  and $275,060 for the three and nine months
ended December 31, 1999,  respectively,  associated with the  documentation  and
test portion of the U.S. Navy T-47M contract.

Although  commercial sales decreased  $88,731 (22.8%) for the three months ended
December 31, 1999 as compared to the three  months ended  December 31, 1998 they
increased  $105,520  (8.3%)  for the nine  months  ended  December  31,  1999 as
compared to the same period last year.  There is no assurance  that the positive
trend for the first nine months of the current  fiscal year will continue as the
Company  has  experienced  a decline  in  commercial  sales  during the last two
quarters as compared to the same periods in the prior fiscal year.  The increase
is sales in both the commercial and government  segments is also  contributed to
the efforts of our international distributors.

Gross Margin

Gross margin  increased  $106,634 (17.0%) and $528,778 (34.1%) for the three and
nine months ended December 31, 1999 as compared to the same periods in the prior
fiscal year.  The increase in gross margin,  for the most part, is attributed to
the higher volume.  Gross margin has been negatively affected as a result of the
introduction of new products and the associated learning curve in building these
more  sophisticated  products.  The gross margin percentage for the three months
ended  December  31, 1999 was 52.0% as  compared  to 64.4% for the three  months
ended December 31, 1998.  The gross margin  percentage for the nine months ended
December  31,  1999 was 53.9% as  compared  to 58.3% for the nine  months  ended
December 31, 1998.  The gross margin  percentage was lower in the current fiscal
year as a result of the increase in sales to distributors (sales to distributors
are sold at a discount from standard list prices),  additional  costs associated
with the introduction of new products, and the associated learning curve and the
lower gross margin on sales associated with the  documentation  and test portion
of the U.S. Navy T-47M contract

Operating Expenses

Selling,  general and  administrative  expenses  increased  $36,549  (15.7%) and
$131,561  (18.6%)  for the three and nine  months  ended  December  31,  1999 as
compared to the three and nine months ended December 31, 1998.  This increase is
attributed to higher sales and marketing expenses, an increase in salaries,  and
the addition to staff of a Director of Finance.


                                       8
<PAGE>

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

Results of Operations (continued)

Operating Expenses (continued)

Engineering,  research and development  expenses  increased $108,720 (39.8%) and
$120,477  for the three and nine months  ended  December 31, 1999 as compared to
the same period last year. These expenditures are primarily  associated with the
finalization  of the design of the T-47M IFF test sets for the U.S. Navy and the
development of additional products, such as the T-47CC, T-47N, and the T-36M.

Income Taxes

For the nine months ended  December 31, 1999,  the Company,  in accordance  with
FASB 109, recorded a net tax benefit of $290,267, which represents the effective
federal and state tax rate on the  Company's net income before taxes of $237,130
in the amount of $94,733 and reduced its  valuation  allowance  in the amount of
$385,000.  For the nine months ended December 31, 1998,  the Company  recorded a
deferred income tax benefit of $7,952,  which  represents the effective  federal
and  state tax rate on the  Company's  net loss  before  taxes of  $19,906.  The
Company currently does not have any federal tax liability.  (See Note 4 to Notes
to Condensed Comparative Financial Statements).

Liquidity and Capital Resources

At December  31, 1999 the Company had  positive  working  capital of $760,361 as
compared to $507,582 at March 31, 1999.  For the nine months ended  December 31,
1999,  cash used in operations  was $26,507 as compared to $474,680 for the nine
months ended  December 31, 1998.  This  reduction in cash used in  operations is
primarily  attributed  to the  improvement  in the Company's  operating  income.
Increases in accounts  receivable and inventories  were partially  offset by the
Company's operating income,  borrowings from the bank in the amount of $200,000,
and increases in accounts payable and other accrued liabilities.

The  Company  had a line of credit  from  Summit  Bank for  $350,000,  which was
originally  scheduled to expire in July 1999, however, the bank renewed the line
of credit until July, 2000 with a maximum credit of $250,000. As of December 31,
1999, the Company had an outstanding loan balance of $200,000.

Based upon the  current  backlog  and  available  working  capital,  the Company
believes that it has sufficient  working  capital to fund its plans for the next
twelve  months.  At present,  the Company  does not expect to incur  significant
long-term needs for capital outside of its normal operating activities. However,
the Company continues to seek additional  credit in order to fund  opportunities
that may arise.

There was no  significant  impact  on the  Company's  operations  as a result of
inflation for the nine months ended December 31, 1999.

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, 1999.

Year 2000 Issue

The  Company is not aware of any  problems  associated  with the Year 2000 issue
and, as such, has experienced no disruption in its operations.


                                       9
<PAGE>

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  1, 1999 (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
      management's nominees for election as directors of the Company as follows:

                                            For                      Against
                                            ---                      -------

     Harold K. Fletcher                  1,626,941                      0

     George F. Leon                      1,626,941                      0

     Robert J. Melnick                   1,626,941                      0

     Jeff C. O'Hara                      1,626,941                      0

     Robert J. Walker                    1.626,941                      0

The    shareholders    also   voted   all   1,429,941   shares   in   favor   of
PricewaterhouseCoopers  L.L.P. as the Company's certified public accountants for
the fiscal year ending March 31, 2000.

(d)   Not applicable

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 14, 2000                    By: /s/ Harold K. Fletcher
                                                 ----------------------
                                                 Harold K. Fletcher
                                                 Chairman and President

Date:   February 14, 2000                     By:/s/ Joseph P. Macaluso
                                                 ----------------------
                                                 Joseph P. Macaluso
                                                 Principal Accounting Officer


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