SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                  SCHEDULE 13D
                                 (RULE 13D-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13D-2(A)

                                 AMENDMENT NO. 2

TEL-INSTRUMENT ELECTRONICS CORP.


                                 --------------
                                (Name of Issuer)
Common Stock $.10 par value
 per share

                         (Title of Class of Securities)

                                   8791652071
                                    ---------
                                 (CUSIP Number)

                                 Paul D. Sonkin
                           Hummingbird Management, LLC
                           575 Madison Avenue
                            New York, New York 10022
				212-750-7117
			psonkin@hummingbirdvalue.com
                            ------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                December 10, 2012
                                -----------------
             (Date of Event Which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box /_/.

     Note.  Schedules  filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.



--------
1   The  remainder  of this  cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

================================================================================
     1         NAME OF REPORTING PERSONS S.S. OR
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                           Hummingbird Management, LLC
                               IRS No. 13-4082842
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS
                     OO
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     DELAWARE
--------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                      84,644
  OWNED BY
    EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                               -0-
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                 84,644
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                               -0-
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                       84,644
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES                                               / /
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     3.24%
%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     OO
================================================================================


================================================================================
     1         NAME OF REPORTING PERSONS S.S. OR
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                 Paul D. Sonkin
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS
                     OO
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     UNITED STATES
--------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    84,644

  OWNED BY
    EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                               -0-
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                               84,644
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                               -0-
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

84,644
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES*                                               / /
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     3.24%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON

                     OO
================================================================================




================================================================================
     1         NAME OF REPORTING PERSONS S.S. OR
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                           Hummingbird Capital, LLC


--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS
                     OO
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     DELAWARE
--------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                      84,644
  OWNED BY
    EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                               -0-
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                 84,644
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                               -0-
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                       84,644
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES                                               / /
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     3.24%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON

                     OO
================================================================================



================================================================================
     1         NAME OF REPORTING PERSONS S.S. OR
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                           Hummingbird Value Fund, L.P.
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS
                     WC
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     DELAWARE
--------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                   84,644
  OWNED BY
    EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                               -0-
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                               84,644
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                               -0-
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     84,644
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES                                               / /
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     3.24%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON

                     LP
================================================================================



          The following  constitutes  the Schedule 13D filed by the  undersigned
(the "Schedule 13D").

ITEM 1    SECURITY AND ISSUER

          Title of Class of Securities

           Common Stock $.10 par value
 (the "Shares")

          Name and Address of Issuer

TEL-INSTRUMENT ELECTRONICS CORP.

 (the "Company"or the "Issuer")
One Branca Road East Rutherford NJ 07073






ITEM 2    IDENTITY AND BACKGROUND

      (a)	This statement is filed by:
(i)	Hummingbird Value Fund, L.P., a Delaware limited partnership
("Hummingbird Value"), with respect to the Shares directly and
beneficially owned by it;

(iii)	Hummingbird Management, LLC, a Delaware limited liability company
("Hummingbird Management"), who serves as the investment manager of
Hummingbird Value;

(iv)	Hummingbird Capital, LLC, a Delaware limited liability company
("Hummingbird Capital"), who serves a
s the general partner of Hummingbird Value; and
(v)	Paul D. Sonkin ("Mr. Sonkin"), who serves as the managing
member of each of Hummingbird Management and Hummingbird Capital;
Each of the foregoing is referred to as a "Reporting Person" and
collectively as the "Reporting Persons."  Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further
described in Item 6.  Accordingly, the Reporting Persons are hereby filing
a joint Schedule 13D.
(b)	The address of the principal office of each of the Reporting
Persons is 575 Madison Avenue, New York, New York 10022.
(c)	The principal
business of Hummingbird Management is serving as the investment
manager of Hummingbird Value.  The principal
business of Hummingbird Capital is serving as the general partner
of Hummingbird Value.  The principal occupation of Mr. Sonkin is
serving as the managing member of each of Hummingbird
Management and Hummingbird
Capital.
(d)	No Reporting Person has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)	No Reporting Person has, during the last five years,
been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
 subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f)	Mr. Sonkin is a citizen of the United States of America.




ITEM 3    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Shares purchased by Hummingbird Value were purchased with
working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market
purchases, except as otherwise noted, as set forth in Schedule A,
which is incorporated by reference herein.  The aggregate purchase
cost of the 84,644 Shares beneficially owned in the aggregate by
Hummingbird Value is approximately $289,740,
excluding brokerage commissions.



ITEM 4    PURPOSE OF TRANSACTION

       The Reporting Persons purchased the Shares based on their belief
that the Shares, when purchased, were undervalued and represented an
attractive investment opportunity.  Depending upon overall market
conditions, other investment opportunities available to the Reporting
Persons, and the availability of Shares at prices that would make
the purchase of additional Shares desirable, the Reporting Persons
may endeavor to increase their respective positions in the Issuer
through, among other things, the purchase of Shares on the open
market or in private transactions or otherwise, on such terms and
at such times as the Reporting Persons may deem advisable.
 No Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except as
set forth herein or such as would occur upon completion of any
of the actions discussed above.  The Reporting Persons intend to
review their respective investments in the Issuer on a continuing
basis and engage in discussions with management, the Board of
Directors, shareholders and franchisees of the Issuer concerning
the business, operations and future plans of the Issuer.  Depending
on various factors including, without limitation, the Issuer's
financial position and investment strategy, the price levels of the
 Shares, conditions in the securities markets and general economic
 and industry conditions, the Reporting Persons may in the future
take such actions with respect to their respective investments in
the Issuer as they deem appropriate including, without limitation,
communications with management and the Board of the Issuer,
engaging in discussions with third parties about the Issuer
and the Reporting Persons' investment, seeking Board
representation, making proposals to the Issuer concerning
changes to the capitalization, ownership structure or
operations of the Issuer, purchasing additional Shares,
selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with
respect to the Shares or changing their intention with
respect to any and all matters referred to in Item 4.


ITEM 5    INTEREST IN SECURITIES OF THE ISSUER

          (a)	The aggregate percentage of Shares reported
owned by each person named herein is based upon 2,851,105
Shares outstanding as of November 14, 2012 which is the total number
of Shares outstanding as reported in the Issuer's quarterly report
on Form 10Q, filed with the Securities and Exchange
Commission on November 14, 2012.
As of the close of business on December 7, 2012, Hummingbird Value
directly owned 84,644 Shares, constituting approximately
 3.24% of the Shares outstanding.  As the investment
manager of Hummingbird Value, Hummingbird Management may
be deemed to beneficially own the 84,644 Shares owned
by Hummingbird Value, constituting approximately 3.24%
of the Shares outstanding.  As the general partner of
Hummingbird Value, Hummingbird Capital may be deemed to
beneficially own the 84,644 Shares owned by Hummingbird
Value, constituting approximately 3.24%  of the Shares outstanding.


Mr. Sonkin, as the managing member of each of Hummingbird
 Management and Hummingbird Capital, who serve as the
investment manager and general partner,
of Hummingbird Value, may be deemed
 to beneficially own the  84,644 Shares owned in the
aggregate by Hummingbird Value.


(b)	By virtue of his position with Hummingbird
Management and Hummingbird Capital, Mr. Sonkin has the
sole power to vote and dispose of the Shares beneficially
owned by Hummingbird Value.


(c)	Schedule A annexed hereto lists all transactions
in securities of the Issuer during the past sixty days by
the Reporting Persons.  All of such transactions were
effected in the open market, unless indicated otherwise.


(d)	No person other than the Reporting Persons is
known to have the right to receive, or the power to
direct the receipt of dividends from, or proceeds
from the sale of, the Shares.
(e)	Not applicable.

The filing of this Schedule 13D shall not be construed
as an admission that the Reporting Persons are, for purposes
of Section 13(d) of the Securities Exchange Act of 1934, as
amended, the beneficial owners of any of the Shares reported
 herein.  Each of the Reporting Persons specifically disclaims
 beneficial ownership of the Shares reported herein that are
not directly owned by such Reporting Person, except to the
extent of its or his pecuniary interest therein.





ITEM 6   Inapplicable

ITEM 7   MATERIAL TO BE FILED AS EXHIBITS

         Exhibit     Exhibit
         No.         Description
         ---     ---------------------------------------------------------------

         1       Joint  Filing  Agreement  dated  December 10, 2012 by and among
                 Hummingbird Management,  LLC,  Hummingbird Value Fund, L.P.,
                 Hummingbird Capital, LLC,
		 and Paul Sonkin.


                                   SIGNATURES

          After reasonable  inquiry and to the best of our knowledge and belief,
we certify that the  information  set forth in this statement is true,  complete
and correct.


Dated: December 10, 2012           HUMMINGBIRD MANAGEMENT, LLC



                                   By: /s/ Paul D. Sonkin
                                       ---------------------------------
                                       Name: Paul D. Sonkin
                                       Title: Managing Member


                                    /s/ Paul D. Sonkin
                                   -------------------------------------
                                   PAUL D. SONKIN


                                   HUMMINGBIRD VALUE FUND, L.P.

                                   By: Hummingbird Capital, LLC

                                   By: /s/ Paul D. Sonkin
                                       ---------------------------------
                                       Name: Paul D. Sonkin
                                       Title: Managing Member



                                   HUMMINGBIRD CAPITAL, LLC



                                   By: /s/ Paul D. Sonkin
                                       ---------------------------------
                                       Name: Paul D. Sonkin
                                       Title: Managing Member


                                   By: /s/ Paul D. Sonkin
                                       ---------------------------------
                                       Name: Paul D. Sonkin





                             JOINT FILING AGREEMENT

          In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934,  as amended,  the persons  named below agree to the joint filing on
behalf of each of them of a Statement
on Schedule  13D dated  December 10, 2012,
(including  amendments  thereto)  with respect to the Common Stock of
Meade Instrument Corp. This Joint Filing Agreement shall be filed as an Exhibit
to such Statement.

Dated: December 10, 2012             HUMMINGBIRD MANAGEMENT, LLC



                                   By: /s/ Paul D. Sonkin
                                       ---------------------------------
                                       Name: Paul D. Sonkin
                                       Title: Managing Member


                                    /s/ Paul D. Sonkin
                                   -------------------------------------
                                   PAUL D. SONKIN


                                   HUMMINGBIRD VALUE FUND, L.P.

                                   By: Hummingbird Capital, LLC

                                   By: /s/ Paul D. Sonkin
                                       ---------------------------------
                                       Name: Paul D. Sonkin
                                       Title: Managing Member


                                   HUMMINGBIRD CAPITAL, LLC



                                   By: /s/ Paul D. Sonkin
                                       ---------------------------------
                                       Name: Paul D. Sonkin
                                       Title: Managing Member


                                   By: /s/ Paul D. Sonkin
                                       ---------------------------------
                                       Name: Paul D. Sonkin