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 September 30, 1998

___   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:

2,096,985 shares of Common stock, $.10 par value as of  October 28, 1998.

<PAGE>

                     TEL-INSTRUMENT ELECTRONICS CORPORATION

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Item 1.  Financial Statements (Unaudited):

         Condensed Comparative Balance Sheets
            September 30, 1998 and March 31, 1998                            1

         Condensed Comparative Statements of Operations -
            Three and Six Months Ended September 30, 1998 and 1997           2

         Condensed Comparative Statements of Cash Flows -
            Six Months Ended September 30, 1998 and 1997                     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                                                 10

                                SIGNATURES                                   10

<PAGE>

Item 1 - Financial Statements

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

                      September 30, 1998 and March 31, 1998

<TABLE>
<CAPTION>
                     ASSETS                            September 30,    March 31,
                                                           1998           1998
                                                       -------------  ------------
<S>                                                    <C>            <C>        
Current assets:
  Cash                                                 $    79,681    $   585,281
  Accounts receivable, net of allowance for doubtful       399,904        374,506
    accounts of $15,923 at September 30,1998 and
    $16,164 at March 31, 1998
  Unbilled revenues (see note 2)                           195,272           --
  Inventories                                              462,998        383,030
  Prepaid expenses and other current assets                 38,333         24,017
  Deferred income tax benefit - current                     78,300         78,300
                                                       -----------    -----------

Total current assets                                     1,254,488      1,445,134
                                                       -----------    -----------

Property, plant, and equipment, net                        112,671         79,321
Other assets                                               120,723         96,067
Deferred income tax benefit                                372,415        320,619
                                                       -----------    -----------

Total assets                                             1,860,297      1,941,141
                                                       ===========    ===========

       LIABILITIES & STOCKHOLDERS EQUITY

Current liabilities:
  Note payable - related party - current portion            50,000         50,000
  Convertible subordinate notes - related party             15,000         15,000
  Accrued payroll, vacation pay, deferred wages 
    payroll taxes, and interest on deferred wages          210,592        211,400
  Accounts payable and accrued expenses                    301,651        304,673
                                                       -----------    -----------

Total current liabilities                                  577,243        581,073
                                                       -----------    -----------

Notes payable - related party - non-current portion        300,000        300,000
                                                       -----------    -----------

Total liabilities                                          877,243        881,073

Stockholders' equity
  Common stock                                             209,701        209,476
  Additional paid-in capital                             3,922,288      3,921,670
  Accumulated deficit                                   (3,148,935)    (3,071,078)
                                                       -----------    -----------

Total stockholders' equity                                 983,054      1,060,068
                                                       -----------    -----------

Total liabilities and stockholders' equity             $ 1,860,297    $ 1,941,141
                                                       ===========    ===========
</TABLE>

See accompanying notes to condensed financial statements

<PAGE>

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

<TABLE>
<CAPTION>
                                             Three Months Ended            Six Months Ended
                                       September 30,  September 30,  September 30,  September 30,
                                                1998           1997           1998           1997
                                       -------------  -------------  -------------  -------------
<S>                                      <C>                <C>        <C>              <C>      
Sales
  Government, net                        $   418,472        567,191    $   801,212      1,124,705
  Commercial, net                            607,204        276,850        889,657        590,159
                                         -----------    -----------    -----------    -----------
Total Sales                                1,025,676        844,041      1,690,869      1,714,864

Cost of sales                                425,504        351,674        764,810        687,894
                                         -----------    -----------    -----------    -----------

Gross Margin                                 600,172        492,367        926,059      1,026,970

Operating expenses
  Selling, general & administrative          258,704        184,245        473,228        403,175
  Engineering, research, & development       327,532        205,981        569,544        363,926
                                         -----------    -----------    -----------    -----------

Total operating expenses                     586,236        390,226      1,042,772        767,101

     Income/ (Loss) from operations           13,936        102,141       (116,713)       259,869

Other income (expense):
  Interest income                              2,484          5,651          8,554         11,733
  Interest expense                            (9,611)       (19,849)       (21,494)       (37,592)
                                         -----------    -----------    -----------    -----------
Income/ (Loss) before taxes                    6,809         87,943       (129,653)       234,010

Provision/(Benefit) for income taxes           2,720         35,125        (51,796)        93,464
                                         -----------    -----------    -----------    -----------
(Loss)/net income                        $     4,089         52,818    $   (77,857)       140,546
                                         ===========    ===========    ===========    ===========
Basic and diluted income (loss)
     per common share                    $      0.00           0.03    $     (0.04)          0.07

Dividends per share                             None           None           None           None
Weighted average shares outstanding
     Basic                                 2,095,298      2,034,123      2,095,056      2,032,762
     Diluted                               2,118,317      2,101,731      2,118,075      2,100,370
</TABLE>

See accompanying notes to condensed financial statements


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                    September 30,
                                                                  1998         1997
                                                               ----------   ---------
<S>                                                            <C>          <C>      
(Decrease) increase in cash:
Cash flows from operating activities
Net (loss) income                                              $ (77,857)   $ 140,546
Adjustments to reconcile net (loss) income to cash used
    in operating activities:
     Deferred income taxes                                       (51,796)      93,464
     Depreciation                                                 20,339       12,535

Changes in operating assets or liabilities:
  Increase in accounts receivable and unbilled revenues         (220,670)    (251,434)
  Increase in inventories                                        (79,968)     (93,993)
  Increase in prepaid expenses and other current assets          (14,316)     (14,132)
  Increase in other assets                                       (24,656)     (15,000)
  (Decrease) increase in accrued payroll, deferred wages and
     and vacation pay                                               (808)      14,279
  Decrease in accounts payable and accrued expenses               (3,022)     (26,725)
                                                               ---------    ---------

Net cash used in operations                                     (452,754)    (140,460)
                                                               ---------    ---------
Cash flows from investing activities:
  Cash purchases of property, plant and equipment                (53,689)     (41,790)
                                                               ---------    ---------

Net cash used in investing activities                            (53,689)     (41,790)
                                                               ---------    ---------

Cash flows from financing activities:
Proceeds from exercise of stock options                              843        1,588
  Proceeds from issuance of common stock                            --           --
                                                               ---------    ---------
  Net cash provided by financing activities                          843        1,588
                                                               ---------    ---------

Net decrease in cash                                            (505,600)    (180,662)
Cash at beginning of period                                      585,281      528,636
                                                               ---------    ---------

Cash at end of period                                          $  79,681    $ 347,974
                                                               =========    =========

Interest paid                                                  $  19,786    $  25,864
                                                               =========    =========
</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 September 30, 1998,  the results of operations  for the
three and six months  ended  September  30, 1998 and  September  30,  1997,  and
statements  of cash  flows  for the six  months  ended  September  30,  1998 and
September 30, 1997. 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, 1998 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, 1998.

Note 2  Unbilled Revenue

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   under   the   U.S.   Navy   contract   have   been   recorded   on   the
percentage-of-completion method. Under this approach, sales and gross margin are
recognized  based  on the  ratio of costs  incurred  to date to total  estimated
contract costs.  Unbilled revenues of $195,272  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 contractual billing terms.

Note 3  Inventories

Inventories consist of:

                                              September 30,         March 31,
                                                       1998              1998
                                              -------------------------------- 
Purchased parts                                 $ 282,409           $ 253,616 
Work-in-process                                   216,209             165,034
Less: Reserve for obsolescence                    (35,620)            (35,620)
                                              -------------------------------- 
                                                $ 462,998           $ 383,030
                                              ================================

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 six months ended
September  30,  1998,  the  Company  recorded a deferred  income tax  benefit of
$51,796,  which  represents  the  effective  federal  and  state tax rate on the
Company's net loss before taxes of $129,653.  This tax benefit  reduced the loss
for the period. The $51,796 increased the Company's deferred income tax asset by
the same  amount in the  accompanying  balance  sheet.  The  Company  expects to
utilize  this  deferred  income tax  benefit  in the  future  for tax  reporting
purposes.


                                       4
<PAGE>

                        TEL-INSTRUMENT ELECTRONICS CORP.

               NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

Note 5  Reclassifications

Certain  reclassifications  have been  made to the  fiscal  year 1998  financial
statements to be consistent with the fiscal year 1999 presentation.

Note 6  Earnings Per Share

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standard No. 128 "Earnings Per Share" (SFAS 128). SFAS 128
supersedes  Accounting  Principles  Board Opinion No. 15, Earnings Per Share and
specifies the computation, presentation and disclosure requirements for earnings
per share for entities with  publicly  held common stock.  SFAS 128 is effective
for  financial  statements  relating to both interim and annual  periods  ending
after December 15, 1997.

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 for  September 30, 1998 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 six
months ended September 30, 1998 since the effect would be antidilutive.

Note 7  Credit Facility

On July 22, 1998, the Company  entered into a credit  agreement with Summit Bank
for  $350,000,  which  extends for one year and is  thereafter  renewable  on an
annual basis.  The Company has not borrowed  against this line. The Company pays
no commitment fee and the rate of interest borrowings is the Lender's Prevailing
Base Rate plus 1%.


                                       5
<PAGE>

Item 2  MANAGEMENT DISCUSSION OF RESULTS OF OPERATIONS AND
        ANALYSIS OF FINANCIAL POSITION

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 the
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 invested heavily in product  development and expenditures  increased
$205,618  (57%) for the first six months of the current  fiscal year as compared
to the same period in the prior fiscal year.  The total  expenditure of $569,544
represents 34% of total sales.  The principal effort resulted from the U.S. Navy
exercising  its  option  to  incorporate  a  collision   avoidance  (TCAS)  test
capability  into the T-47M test set  design.  Eight T-47M  prototypes  have been
fabricated  and these  units  have begun  several  months of  environmental  and
functional  testing.  Several  tests  have been  successfully  completed.  Field
evaluation by the U.S. Navy is  anticipated to begin early in the fourth quarter
of the current fiscal year.  Assuming field evaluations are satisfactory and the
U.S. Navy exercises  production options later in the fourth quarter,  deliveries
could begin in the first quarter of the next fiscal year. This contract can be a
source of  significant  revenues,  with  options for up to 1,300 units which the
U.S.  Navy can exercise  through  calendar year 2001.  However,  there can be no
assurance that field  evaluations  will be favorable and that the U.S. Navy will
exercise its options under this contract. In addition, the Company continues the
development of the T-36M, under a U.S. Army contract, and new products for other
markets.

In June 1998, the Company signed an exclusive  agreement with Muirhead Avionics,
based in the United  Kingdom,  to represent the Company in parts of Europe.  The
Company also signed an exclusive  agreement  with Milspec  Services Pty. Ltd. in
August  1998 to  represent  the Company in  Australia  and New  Zealand,  and an
agreement  with M.P.G.  Instruments  s.r.l.  in September  1998 to represent the
Company in Europe to obtain a contract for a new military product which would be
based on the  Company's  technology.  The Company  continues to believe that the
foreign  commercial  market is larger than the  domestic  market,  because  many
foreign  airlines  are  upgrading  to meet U.S.  requirements,  and that foreign
government sales will grow, particularly as the result of our growing reputation
in IFF testing.


                                       6
<PAGE>

Item 2  MANAGEMENT DISCUSSION OF RESULTS OF OPERATIONS AND
        ANALYSIS OF FINANCIAL POSITION (Continued)

Overview (Continued)

As  previously  reported,  during  fiscal  year 1998 the Company  fulfilled  its
obligation  and delivered the final units of the T-30CM ILS test set to the U.S.
Air Force. As a result of completing this contract,  it was anticipated that the
Company  would have lower sales  during the first half of fiscal year 1999.  The
Company  continues to believe that this decline is temporary  and new  contracts
can be obtained to increase  sales and earnings.  In this regard,  management is
encouraged by the dollar value of its backlog,  by the second  quarter  revenues
which  included a large and  unexpected  increase in  commercial  sales,  by the
progress  on the U.S.  Navy  contract,  and by the  efforts of its new  offshore
distributors.

Sales

For the three months ended September 30, 1998 sales increased  $181,635  (21.5%)
to  $1,025,676,  as compared  to the same  period  ending  September  30,  1997.
Commercial  sales increased  $330,354  (119.3%) to $607,204 for the three months
ended  September 30, 1998,  as compared to the same period ending  September 30,
1997.  This increase in  commercial  sales is attributed to decisions by several
large fleet owners to upgrade their test equipment and may not be continued. The
Company had a commercial backlog of $297,090 at September 30, 1998.

Government  sales  decreased  $148,719  (26.2%),  as compared to the same period
ending  September  30,  1997.  This  decrease  is  primarily  attributed  to the
completion  of the U.S. Air Force T-30CM  contract for which there were no sales
in the current  fiscal year.  This decrease was partially  offset by revenues of
$195,242 for fabrication of the initial prototypes and certain documentation and
testing related to the U.S. Navy T-47M IFF test set contract.  The Company had a
government backlog of $2,043,307 at September 30, 1998.

For the six months ended September 30, 1998 sales declined  $23,995  (1.4%),  as
compared to the same period ending September 30, 1997. The decline in government
sales  related to the  completion  of the  contract  with the U.S. Air Force was
mostly offset by the increase in commercial  sales during the second quarter and
the sales related to the contract with the U.S. Navy.  There can be no assurance
that the increase in commercial sales will continue.

Gross Margin

For the three months ended  September 30, 1998 gross margin  increased  $107,805
(21.9%), as compared to the same period ending September 30, 1997. This increase
is primarily  attributed  to the higher sales in the second  quarter.  The gross
margin  percentage  was 58.5% for the three months ended  September  30, 1998 as
compared to 58.3% for the three months ended September 30, 1997.

For the six months  ended  September  30, 1998 gross margin  decreased  $100,911
(9.8%),  as compared to the same period ended  September 30, 1997. This decrease
is primarily  attributed to the lower gross margin associated with the U.S. Navy
T-47M contract.  The gross margin  percentage was 54.8% for the six months ended
September  30, 1998 as compared to 59.9% for the six months ended  September 30,
1997.


                                       7
<PAGE>

Item 2  MANAGEMENT DISCUSSION OF RESULTS OF OPERATIONS AND
        ANALYSIS OF FINANCIAL POSITION (Continued)

Operating Expenses

Selling,  general and administrative  expenses increased $74,459 (40.4%) for the
three months ended  September 30, 1998 as compared to the same period last year.
This  increase  is  associated  with an  increase  in selling  expenses,  mostly
attributed to higher commissions based upon the increase in commercial sales and
to higher  administrative  salaries. In fiscal year 1998 the Company's President
devoted a percentage of his time to research and development to ensure that such
activities  were properly  conducted.  In fiscal year 1999,  the Company hired a
Director of Engineering,  thus minimizing the President's time in overseeing the
research and  development  function and allowing him to  concentrate  on Company
growth.

Selling,  general and administrative  expenses increased $70,053 (17.4%) for the
six months  ended  September  30, 1998 as compared to the same period last year.
This increase is primarily attributed to the increase for the three months ended
September 30, 1998, as discussed above.

Engineering,  research and development  increased  $121,551 (59.0%) and $205,618
(56.5%) for the three and six months ended September 30, 1998, respectively,  as
compared to the same periods last year.  This  increase  reflects the  Company's
ongoing  commitment to developing  new products and  finalizing of the design of
the U.S.  Navy T-47M test sets,  as described in the  Overview.  As this work is
completed, the rate of engineering expenditures should be reduced.

Income Taxes

In accordance  with SFAS 109, a provision for income taxes was recognized in the
amount of $93,464  for the six months  ended  September  30,  1997.  For the six
months ended  September  30, 1998 the Company  recorded an income tax benefit of
$51,796,  which  represents  the  effective  federal  and  state tax rate on the
Company's  net loss before taxes of $129,653.  (See Note 4 to Notes to Condensed
Financial Statements).

Liquidity and Capital Resources

At September  30, 1998 the Company had positive  working  capital of $677,245 as
compared to $864,061 at March 31, 1998.  For the six months ended  September 30,
1998,  cash used in operations  was $452,754 as compared to $140,460 for the six
months ended  September  30, 1997.  This  increase in cash used in operations is
primarily  associated  with the Company's loss from  operations and increases in
accounts receivable,  unbilled revenues, and inventories.  The total decrease in
cash of $505,600  was also  impacted by  purchases of equipment in the amount of
$53,689.

The Company continues to invest heavily in research and development. The Company
expects these investments will finalize the designs for the T-47M, T-47N, T-36M,
and T-48IC,  and begin to ship these units for which there are current orders in
the backlog.  While this would increase sales, cash flow, and profits,  there is
no assurance that these increases will occur.

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.


                                       8
<PAGE>

Item 2  MANAGEMENT DISCUSSION OF RESULTS OF OPERATIONS AND
        ANALYSIS OF FINANCIAL POSITION (Continued)

Liquidity and Capital Resources (Continued)

On July 22,  1998,  the  Company  received  from  Summit  Bank a credit  line of
$350,000.  The Company has not borrowed  against  this line as of September  30,
1998.

There was no  significant  impact  on the  Company's  operations  as a result of
inflation for the six months ended September 30, 1998.

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, 1998.

Year 2000 Issue

Many  existing  computer  programs use only two digits to identify a year in the
date field.  These programs were designed and developed without  considering the
impact of the  upcoming  change in the year 2000.  Some older  computer  systems
stored  dates  with  only a  two-digit  year  with an  assumed  prefix  of "19".
Consequently,  this limits those  systems to dates between 1900 and 1999. If not
corrected, many computer systems and applications could fail or create erroneous
results by or at the year 2000.

The Company  has  reviewed  the  potential  impact of the Year 2000 issue.  This
assessment included a review of the impact of the issue in four areas: products,
manufacturing  systems,  business  systems and other areas. The Company does not
anticipate that the Year 2000 issue will impact operations or operating results.
The Company  relies on its  customers,  suppliers,  utility  service  providers,
financial  institutions  and other partners in order to continue normal business
relations.  At this  time,  it is  impossible  to assess the impact of Year 2000
issue on each of these organizations. There can be no guarantee that the systems
of other  unrelated  entities on which the Company relies will be corrected on a
timely basis and will not have a material adverse effect on the Company.

New Accounting Pronouncements

Statement of Financial  Accounting  Standards No. 133, Accounting for Derivative
Instruments and Hedging  Activities was issued in June 1998 and is effective for
all fiscal quarters  beginning  after June 15, 1999. This statement  establishes
accounting  and  reporting  standards  for  derivative  instruments  and hedging
activities.  The Company does not expect its implementation will have a material
effect on the Company's financial statements.

Statement of Financial  Accounting  Standards  No. 134,  Accounting  for Certain
Mortgage Banking  Activities was issued in October 1998 and is effective for all
fiscal quarters  beginning  after December 15, 1998. This statement  establishes
reporting   standards  for  certain  banking   activities  of  mortgage  banking
enterprises and other enterprises that conduct operations that are substantially
similar to the primary operations of a mortgage banking enterprise.  The Company
does not expect its implementation  will have a material effect on the Company's
financial statements as currently presented.


                                       9
<PAGE>

Part II. Other Information

Item 6.  Exhibits and Reports on Form 10-Q.

      The exhibits filed or  incorporated  by reference as part of the Quarterly
      Report on Form 10-Q are listed in the attached Index to Exhibits.

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: 11/10/98                              By: /s/ Harold K. Fletcher
                                                --------------------------------
                                                /s/ Harold K. Fletcher
                                                Chairman and President


                                       10
<PAGE>

                                INDEX TO EXHIBITS

1     Loan agreement with Summit Bank dated July 22, 1998

27    Financial  data  schedule  which  is  submitted   electronically   to  the
      Securities and Exchange Commission for information only and is not filed.


                                       11