SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year Commission File No.
ended March 31, 2001 33-18978

TEL-INSTRUMENT ELECTRONICS CORP.
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(Exact name of Registrant as specified in its charter)

New Jersey 22-1441806
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(State of incorporation) (IRS Employer Identification Number)

728 Garden Street
Carlstadt, New Jersey 07072
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (201) 933-1600

Securities registered pursuant to Section 12(b) of the Act:

None
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Securities registered pursuant to Section 12(g) of the Act:

None
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Indicate by checkmark 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 __.

The aggregate market value of the voting Common Stock (par value $.10 per share)
held by non-affiliates on June 11, 2001 was $1,945,409 using the price of the
last trade on June 11, 2001.

2,124,351 shares of Common Stock were outstanding as of June 11, 2001.

Total Pages - 42

Exhibit Index - pages 40-41

Explanatory Note

This amended Form 10-K has been filed solely for the purpose of filing
Exhibit 10.4 which was inadvertently omitted in the initial filing by the filing
agent.

TEL-INSTRUMENT ELECTRONICS CORP.

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)

Dated: July 5, 2001 By: /s/ Harold K. Fletcher
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President and Director
(Principal Executive
Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated and by
signature hereto.

Signature Title Date
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/s/ Harold K. Fletcher Director July 5, 2001
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/s/ Harold K. Fletcher

/s/ Joseph P. Macaluso Principal Accounting Officer July 5, 2001
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/s/ Joseph P. Macaluso

/s/ George J. Leon Director July 5, 2001
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/s/ George J. Leon

/s/ Robert J. Melnick Director July 5, 2001
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/s/ Robert J. Melnick

/s/ Jeff O'Hara Director July 5, 2001
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/s/ Jeff O'Hara

/s/ Robert H. Walker Director July 5, 2001
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/s/ Robert H. Walker

Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act.

No annual report to security holders covering the fiscal year ended March
31, 2001, except in the form set forth in this Form 10-K, has been
prepared. No proxy statement, form of proxy, or other proxy soliciting
material has been sent to shareholders with respect to any annual or other
meeting of shareholders. No annual report or proxy material is
contemplated.