Exhibit 31.2

                         Tel-Instrument Electronics Corp
                                CFO Certification

I, Joseph P. Macaluso, certify that:

1.    I have  reviewed  this  quarterly  report on Form  10-K of  Tel-Instrument
      Electronics Corp;

2.    Based on my knowledge,  this quarterly  report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  quarterly  report,  fairly  present in all
      material respects the financial condition,  results of operations and cash
      flows of the  registrant  as of, and for,  the periods  presented  in this
      quarterly report;

4.    The  registrant's  other  certifying  officer  and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and we have:

            a)    Designed such disclosure  controls and  procedures,  or caused
                  such  control  and   procedures  to  be  designed   under  our
                  supervision,  to ensure that material  information relating to
                  the registrant, including its consolidated subsidiary, is made
                  known to us by  others  within  those  entities,  particularly
                  during  the  period in which  this  quarterly  report is being
                  prepared;

            c)    Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation, and

            d)    Disclosed  in  this   quarterly   report  any  change  in  the
                  registrant's  internal  control over financial  reporting that
                  occurred  during the  registrant's  most recent fiscal quarter
                  that has  materially  affected,  or is  reasonably  likely  to
                  materially  affect,  the  registrant's  internal  control over
                  financial reporting; and

5.    The registrant's other certifying  officer and I have disclosed,  based on
      our most recent  evaluation of internal control over financial  reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent function):

            a)    All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

            b)    Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.

Date: November 11, 2005                         /s/ Joseph P. Macaluso
                                                --------------------------------
                                                    Joseph P. Macaluso
                                                    Principal Accounting Officer


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