SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K
                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported): January 26, 2004

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

        New Jersey                      33-18978                  22-1441806
(State or other jurisdiction    (Commission File Number)        (IRS Employer
     of incorporation)                                       Identification No.)

       728 Garden St
   Carlstadt, New Jersey                                 (201) 933-1600
   (Address of principal                         (Registrant's telephone number,
    executive offices)                                 including area code)

                                 Not Applicable
         (Former name or former address, if changed since last report.)


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Item 9. Regulation FD Disclosure.

            On January 16, 2004,  Tel-Instrument  Electronics Corp finalized its
      agreement to acquire Innerspace Technology,  Inc. (ITI) of Waldwick,  N.J.
      ITI has been in business for over 30 years  designing,  manufacturing  and
      distributing a variety of shipboard and underwater  instruments to support
      hydrographers,  oceanographers, researchers, engineers, geophysicists, and
      surveyors  worldwide.  ITI has  total  annual  sales of  approximately  $1
      million  dollars,  and the acquisition  agreement  provides for a purchase
      price of $547,000 and employment arrangements for the two principals. This
      agreement has been approved by the Company's Board of Directors.

                                    SIGNATURE

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 there unto duly authorized.

                                            TEL-INSTRUMENT ELECTRONICS CORP

Date: January 26, 2004                      By /s/ Harold K. Fletcher
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                                               /s/ Harold K. Fletcher
                                               Chairman and President


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