NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Trio-Tech International, a California corporation (the “Company”), will be held at our principal executive offices, located at 355 Parkside Drive, San Fernando,14731 Califa Street, Van Nuys, California, on Monday,Tuesday, December 10, 20013, 2002 at 10:00 A.M., local time, for the following purposes, as set forth in the attached Proxy Statement:

The Board of Directors has fixed the close of business on October 19, 200118, 2002 as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment and postponements thereof.

After careful consideration, the Trio-Tech International Board of Directors recommends a vote IN FAVOR OF each such proposal.  THE NOMINEES FOR DIRECTOR NAMED IN THE ACCOMPANYING PROXY STATEMENT.

Shareholders are cordially invited to attend the Annual Meeting in person. Whether you plan to attend the Annual Meeting or not, please complete, sign and date the enclosed Proxy Card and return it without delay in the enclosed postage-prepaid envelope. If you do attend the Annual Meeting, you may withdraw your Proxy and vote personally on each matter brought before the meeting.

This Proxy Statement is furnished in connection with the solicitation of the enclosed Proxy on behalf of the Board of Directors of Trio-Tech International, a California corporation (“Trio-Tech” or the “Company”), for use at the annual meeting of shareholders of the Company (the “Annual Meeting”) to be held at 10:00 a.m., local time, on Monday,Tuesday, December 10, 20013, 2002 and at any adjournments thereof, for the purposes set forth in the accompanying notice. This Proxy Statement and the enclosed Proxy are intended to be mailed to shareholders on or about November 9, 2001.  8, 2002.

The close of business on October 19, 200118, 2002 has been fixed as the record date for shareholders entitled to notice of and to vote at the Annual Meeting. As of that date, there were 2,927,596 shares of the Company’s common stock (the “Common Stock”) outstanding and entitled to vote, the holders of which are entitled to one vote per share.

In the election of directors, a shareholder may cumulate his votes for one or more candidates, but only if each such candidate’s name has been placed in nomination prior to the voting and the shareholder has given notice at the meeting, prior to the voting, of his intention to cumulate his votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for the candidates in nomination. If the voting for directors is conducted by cumulative voting, each share will be entitled to a number of votes equal to the number of directors to be elected. These votes may be cast for a single candidate or may be distributed among two or more candidates in such proportions as the shareholder thinks fit. The five candidates receiving the highest number of affirmative votes will be elected. WithAbstensions will be counted for purposes of determining the presence of a quorum but with respect to the election of directors, any votes against a candidate or withheld from voting (whether by abstention, broker non-votes or otherwise) will not be counted and will have no legal effect on the vote. Discretionary authority to cumulate votes is solicited hereby.

Shareholders are requested to date, sign and return the enclosed Proxy to make certain their shares will be voted at the Annual Meeting. Any Proxy given may be revoked by the shareholder at any time before it is voted by delivering written notice of revocation to the Secretary of the Company, by filing with him a Proxy bearing a later date, or by attending the Annual Meeting and voting in person. All Proxies properly executed and returned will be voted in accordance with the instructions specified thereon. If no instructions are specified, Proxies will be voted forFOR the election of the five nominees for directors named under “Election of Directors” and for approval of the ratification of the selection of Deloitte & Touche LLP as our independent accountants for the fiscal year ending June 30, 2002. Because abstentions with respect to any matter other than the election of directors are treated as shares present or represented and entitled to vote for purposes of determining whether that matter has been approved by the shareholders, abstentions have the same effect as negative votes. Broker non-votes and shares as to which proxy authority has been withheld with respect to any matter are not deemed to be present or represented for purposes of determining whether shareholder approval of that matter has been obtained.  Directors.”

Our principal executive offices are located at 355 Parkside Drive, San Fernando,14731 Califa Street, Van Nuys, California 91340.91411. The telephone number of our principal offices is (818) 365-9200.  787-7000.

The Board has nominated the persons listed below for election to the Board at the Annual Meeting, to hold office until the next annual meeting and until their respective successors are elected and qualified. At present thereThere is one vacancy on the Board of Directors due to the resignation of Mr. F.D. (Chuck) Rogers in July 2001.Directors. The Board does not intend to fill the vacancy at this time. It is intended that the Proxies received, unless otherwise specified, will be voted for the five nominees named below, all of whom are incumbent directors of the Company. It is not contemplated that any of the nominees will be unable or unwilling to serve as a director but, if that should occur, the persons designated as Proxy holders will vote in accordance with their best judgment. In no event will

Mr. Wilson, age 77,78, has served as a Director of Trio-Tech since 1966, and was President and Chief Executive Officer of the Company from 1981 to 1989. In 1989, he was elected Chairman of the Board. Mr. Wilson is also Chairman of the Board of Ernest Paper Products, Inc. and Chairman of Daico Industries, Inc., as well as an attorney admitted to practice law in California.

Mr. Yong, age 48,49, has been a Director of Trio-Tech since 1990. He has been the Chief Executive Officer and President since 1990. He has been associated with Trio-Tech International Pte. Ltd. in Singapore since 1976 and has been its Managing Director since August 1980. Mr. Yong holds a Masters Degree in Business Administration, Graduate Diploma in Marketing Management and a Diploma in Industrial Management.

Mr. Horowitz, age 60,61, has served as a Director of Trio-Tech since 1990. He has been President of Management Brokers Insurance Agency since 1974. He also serves as Chairman of Leviathan Corporation, computer sales, consulting and software company, and is Chairman of Dial 800, Inc., a national telecommunication company. Mr. Horowitz holds a Masters Degree in Business Administration from Pepperdine University.

Mr. Slover, age 80,81, has served as a Director of Trio-Tech since 1989. He has been a management consultant since 1983. Mr. Slover served as President and Chief Executive Officer of Delphi Communications Corporation, a developer of voice and test mail systems and automated telephone answering services. Prior thereto, he served as Group Executive and Vice-President of General Instrument Corporation from 1974 to 1978 and as Vice-President and General Manager of Ampex Corporation from 1972 to 1974. Mr. Slover also served on the Board of Directors of several privately held venture capital start-up companies.

Mr. Adelman, age 32,33, was elected to the Board of Trio-Tech in April 1997. Mr. Adelman is a Managing Director of investment banking for Boston based H.C. Wainwright & Co. in the firm’s New York City office. Previously, Mr. Adelman was employed by Drake Capital Securities (1997-1999), Spencer Trask Securities (1996-1997) and Coopers & Lybrand LLP (1994-1996). Mr. Adelman is an honors graduate of the University of Pennsylvania and Cornell Law School. From time to time, H.C. Wainwright & Co. provides investment banking services to the Company.

The Board held four meetings during the fiscal year ended June 30, 2001.2002. All of the directors attended (in person or by telephone) all of the meetings of the Board and its committees on which they served during the fiscal year. The Company does not have a nominating committee, and the entire Board nominated the directors nominated for election at the Annual Meeting.

The Board has a standing Compensation Committee, which currently consists of S.W. Yong, Jason T. Adelman, Richard M. Horowitz and A. Charles Wilson. The Compensation Committee administers the Company’s existing stock option planplans and determines salary and bonus arrangements. The Compensation Committee met three times during the past fiscal year.

The Board has a standing Audit Committee, which currently consists of William L. Slover, Jason T. Adelman and Richard M. Horowitz. Pursuant to its written charter, which charter was adopted by the Board of Directors, the Audit Committee is charged with reviewing our annual audit and meeting with our independent public accountants to review planned audit procedures. The Audit Committee also reviews with the independent public accountants and management the results of the audit, including any recommendations of the independent public accountants for improvements in accounting procedures and internal controls. The Audit Committee held four meetings during the year ended June 30, 2001.2002. Each of the members of the Audit Committee is independent (as defined in Section 121(A) of the AMEX listing standards). A copy of the written charter of the Audit Committee is attached to this Proxy Statement as Appendix A.  

The Audit Committee reviewed and discussed with management the audited financial statements of the Company for the fiscal year ended June 30, 2001.  2002.

The Audit Committee received from Deloitte & Touche LLPBDO International the written disclosures and letter required by Independence Standards Board Standard No. 1. The Audit Committee discussed with Deloitte & Touche LLPBDO International the matters required to be discussed by Statement on Auditing Standards No. 61 and matters relating to that firm’s independence.

Based on the above-described review, written disclosures, letter and discussions, the Audit Committee recommended to the Board of Directors of the Company that the audited financial statements for the fiscal year ended June 30, 20012002 be included in the Company’s Annual Report on Form 10-K for that fiscal year.

During Fiscal 2001,2002, the following non-employee directors, currently consisting of Messrs. Horowitz, Slover, and Adelman, each received quarterly fees in an amount equal to $1,500 for each quarter in which they attended a Board meeting and an annual fee of $5,000. Mr. Wilson, the other non-employee director, received quarterly fees in an amount equal to $4,500 for each quarter in which he attended a Board meeting and an annual fee of $15,000. During Fiscal 2002, each of our directors will receive director fees in the amount of $5,000 per year (with the exception of the Chairman of the Board who will receive a fee of $15,000 per year). In addition, directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at such meetings.  

Each of our directors is entitled to participate in our 1998 Director Stock Option Plan (the “Directors Plan”) and receives automatic annual grants of our Common Stock. Each of Messrs. Horowitz, Slover, and Adelman, were granted options to purchase 5,000 shares on July 10, 2000October 16, 2001 at an exercise price of $5.37$2.72 and each of Messrs. Wilson and Yong were granted options to purchase 10,00015,000 and 20,000 shares respectively, on July 10, 2000October 16, 2001 at an exercise price of $5.37.$2.72. All options granted under the Directors Plan vest immediately upon grant and terminate five years from the date of grant unless terminated sooner upon termination of the optionee’s status as a director or otherwise pursuant to the Directors Plan. Pursuant to the terms of the Directors Plan, the Board of Directors amended the Directors Plan on September 24, 2002 to increase the required exercise price for shares purchasable upon the exercise of options granted under the Directors Plan from 85% to 100% of fair market value (as defined in the Directors Plan) of the Company’s Common Stock on the date of grant of each such option.

The five persons receiving the highest number of affirmative votes will be elected as directors of the Company. Votes against a nominee or withheld from voting (whether by abstention, broker non-votes or otherwise) will have no legal effect on the vote.

The following table sets forth the compensation of the Company for its Chief Executive Officer and each executive officer whose total annual salary and bonus for the fiscal year ended June 30, 20012002 exceeded in the aggregate $100,000.

Singapore officers are also credited with a compulsory contribution to their provident pension fund of 8% of their total compensation in accordance with Singapore law. Mr. Costello is also credited with a contribution to his Ireland pension fund of 10% of his base salary. The estimated annual benefits due him at retirement age are the contribution plus investment earnings over a 10-year period. The Company ceased contributions to his Ireland pension fund as of October 25, 2001.  

The Company’s 1998 Stock Option Plan was approved by the Board on September 30, 1997 and the stockholders on December 8, 1997. The purpose of the 1998 Stock Option Plan is to enable the Company to attract and retain top-quality employees, officers, directors and consultants and to provide them with an incentive to enhance stockholder return.

The Company’s 1988 Stock Option Plan, which was approved by the Board of Directors in July 1988 and by the shareholders in December 1988, expired by its terms in July 1998. The expiration of the 1988 Stock Option Plan had no effect on outstanding options granted thereunder prior to its expiration, some of which remain outstanding. The

The Compensation Committee of the Board of Directors of Trio-Tech, composed of the Chairman, the Chief Executive Officer and two outside directors, is responsible for, among other duties, recommending to the Board suggestions and administration of policies and procedures regarding executive compensation and criteria for the amounts of such compensation.

The compensation program presently in effect at Trio-Tech International has three elements: (1) base annual salary; (2) potential annual cash incentive awards that are based primarily on financial performance of the Company or its relevant business operating units; and (3) long-term incentives in the form of stock options. The Committee believes that a significant portion of the total compensation of the Company’s executives should be at risk, based upon the achievement of pre-established goals.

In determining the compensation levels for the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the Committee reviewed compensation policies of other companies, comparable in size, to Trio-Tech.

The fiscal year 20012002 base cash compensation for officers of the Company who reside in Singapore was denominated in the currency of Singapore. The exchange rate therefor was established as of June 30, 20002001 and was computed to be 1.821.77 Singapore Dollars to each U.S. Dollar. Singapore executive officers are also credited with a compulsory contribution under Singapore’s provident pension fund. The only other executive officer of the Company during fiscal 2001 resided in the United States but is a citizen of Ireland. The Company credited him with a contribution to his Ireland pension plan in an amount equal to 10% of his base compensation.  

After giving effect to the currency exchange rates and the compulsory pension fund payment, the CEO’s compensation was US$304,662196,847 for fiscal 2001,2002, compared to US$277,150304,662 in the preceding year.

The Company’s 1998 Stock Option Plan was approved by the Board on September 30, 1997 and the stockholders on December 8, 1997. The purpose of the 1998 Stock Option Plan is to enable the Company to attract and retain top-quality employees, officers, directors and consultants and to provide them with an incentive to enhance stockholder return.

In this context, the Compensation Committee reviewed the performance of its officers and key-employees and, in recognition of their contributions, they were granted options covering, in the aggregate, 40,000116,000 shares at an exercise price of $5.625$3.20 per share and 4,000 shares at an exercise price of $3.40 per share.

In addition, the Company granted options for 42,00045,000 shares, at an exercise price of $2.72 per share, to its directors under the Directors Stock Option Plan discussed below.

The Company instituted the Directors Stock Option Plan (the “Directors Plan”) in 1997, which was unanimously approved by the Board and approved by the Company’s Shareholders. The purpose of the Directors Plan is to give appropriate compensation to the Directors of the Company. The Company believes that the Directors Plan will provide non-employee Directors and the President of the Company (if he or she is a Director of the Company) a favorable opportunity to acquire Common Stock of the Company and will create an incentive for them to serve on the Board of Directors of the Company and contribute to its long-term growth and profitability objectives. Additionally, the Company paid to its non-employee Directors during fiscal 20012002 $5,000 per year and $1,500 per meeting attended (and to the Chairman of the Board $15,000 per year and $4,500 per meeting attended), which the Company believes is substantially less than directors of comparable public companies are paid. Directors are also reimbursed for out-of-pocket expenses incurred in attending meetings. Pursuant to the terms of the Directors Plan, the Board of Directors amended the Directors Plan on September 24, 2002 to increase the required exercise price for shares purchasable upon the exercise of options granted under the Directors Plan from 85% to 100% of fair market value (as defined in the Directors Plan) of the Company’s Common Stock on the date of grant of each such option.

The Stock Price Performance Graph below shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

The graph below compares cumulative total return of Trio-Tech International, the Standard & Poor’s 500 Index and the AMEX Composite Index.

The following table sets forth certain information, as of October 19, 2001,18, 2002, regarding the beneficial ownership of the Common Stock by (i) all persons known by the Company to be the beneficial owners of more than 5% of its Common Stock, (ii) each of the directors of the Company, (iii) each of the executive officers named in the Summary Compensation Table belowabove who is not a director and (iv) all executive officers and directors of the Company as a group. To the knowledge of the Company, unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to shares beneficially owned, subject to applicable community property and similar statutes.

The Company does not know of any arrangements that may at a subsequent date result in a change of control of the Company.

Based solely on a review of reports on Forms 3, 4 and 5 and amendments thereto filed with the Securities and Exchange Commission and furnished to the Company, no Director, executive officer or beneficial owner of more than 10% of Trio-Tech International’s Common Stock failed to file on a timely basis any of such reports.

Shareholders who wish to present proposals at the 20012003 Annual Meeting should submit their proposals in writing to the Secretary of the Company at the address set forth on the first page of this Proxy Statement. Proposals must be received no later than July 12, 200210, 2003 for inclusion in next year’s Proxy Statement and Proxy Card. If a stockholder intends to present a proposal at the next Annual Meeting but does not seek inclusion of that proposal in the proxy statement for that meeting, the holders of proxies for that meeting will be entitled to exercise their discretionary authority on that proposal if the Company does not have notice of the proposal by September 25, 2002.  24, 2003.

Upon the written request of any shareholder, the Company will provide, without charge, a copy of the Company’s Annual Report on Form 10-K filed with the Commission for the year ended June 30, 2001.2002. This request should be directed to the Corporate Secretary, Trio-Tech International, 355 Parkside Drive, San Fernando,14731 Califa Street, Van Nuys, California 91340.  91411

The cost of soliciting the enclosed form of Proxy will be borne by the Company. In addition, the Company will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. Directors, officers and regular employees of the Company may, without additional compensation, also solicit proxies personally or by telephone, telegram or special letter.

At this time, the Board knows of no other business that will come before the Annual Meeting. However, if any other matters properly come before the Annual Meeting, the persons named as Proxy holders will vote on them in accordance with their best judgment.

The Annual Report to Shareholders covering the fiscal year ending June 30, 20012002 is being mailed with this Proxy Statement to shareholders of record for this meeting.