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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K (Amendment No. 1)


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2004


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-14523

TRIO-TECH INTERNATIONAL

(Exact name of Registrant as specified in its Charter)


California		95-2086631
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)


14731 Califa Street
Van Nuys, California		91411
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number: 818-787-7000

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


		Name of each exchange
Title of each class		On which registered
Common Stock, no par value		AMEX

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

Indicate by check mark 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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in the definitive proxy statement incorporated by reference in Part III of this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No þ

The aggregate market value of voting stock held by non-affiliates of Registrant, as of December 26, 2003 was approximately $10.8 million (based upon the last sales price for shares of Registrant’s Common Stock as reported by the AMEX on December 26, 2003, the last business day of the Company’s most recently completed second fiscal quarter). Shares of Common Stock held by each officer, director and holder of 5% or more of the outstanding Common Stock (including shares with respect to which a holder has the right to acquire beneficial ownership within 60 days) have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of Common Stock outstanding as of September 10, 2004 was 2,964,542.

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K is being filed to correct certain inadvertent errors in the chart contained in Item 5 of Part II of the Form 10-K of Trio-Tech International filed with respect to the fiscal year ended June 30, 2004, to file the accountants’ consent inadvertently omitted from such Form 10-K filing and to correct the cover page to such Form 10-K to uncheck the box thereon in order to reflect that disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is contained in the definitive Proxy Statement of Trio-Tech International.

Revised Item 5 of Part II of said Form 10-K is set forth below:

PART II

ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Registrant’s common stock is traded on the American Stock Exchange under the symbol “TRT”. The following table sets forth, for the periods indicated, the range of high and low sales prices of our common stock as quoted by AMEX:


Quarter Ended	High		Low
Fiscal 2003
September 30, 2002		2.65		1.87
December 31, 2002		2.30		1.51
March 31, 2003		2.30		1.86
June 30, 2003		2.45		1.86
Fiscal 2004
September 30, 2003		3.60		2.40
December 31, 2003		4.25		3.24
March 31, 2004		4.65		3.59
June 30, 2004		5.00		4.25

The Company has never declared any cash dividends on its common stock. Any future determination as to cash dividends will depend upon the earnings and financial position of the Company at that time and such other factors as the Board of Directors may deem appropriate. California law prohibits the payment of dividends if the Company does not have sufficient retained earnings or cannot meet certain asset to liability ratios. It is anticipated that no dividends will be paid to holders of common stock in the foreseeable future.

The following table sets forth certain information regarding equity compensation plans of the Company:

EQUITY COMPENSATION PLAN INFORMATION

Plan Category

Number of

Weighted-average

Number of

securities to be

exercise price of

securities

issued upon

outstanding options

remaining available

exercise of

for future issuance

outstanding options

under equity

compensation plans

(excluding

securities

reflected in column

(a))

(a)

(b)

(c)

Equity compensation plans approved by security holders:

(1) Company’s 1988 Stock Option Plan

228,500

3.87

86,500

(2) Directors Stock Option Plan

117,000

3.31

168,000

Equity compensation plans not approved by security holders:

0.00

Total

345,500

3.68

254,500

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.

TRIO-TECH INTERNATIONAL

By: /s/ VICTOR H.M. TING

VICTOR H.M. TING

Vice President and
Chief Financial Officer

Date: October 29, 2004

INDEX TO EXHIBITS


23.1		Consent of Independent Registered Public Accounting Firm
31.1		Rule 13a-14(a) Certification of Principal Executive Officer of Registrant
31.2		Rule 13a-14(a) Certification of Principal Financial Officer of Registrant
32		Section 1350 Certification


	TRIO-TECH INTERNATIONAL
	By:	/s/ VICTOR H.M. TING
		VICTOR H.M. TING
		Vice President and Chief Financial Officer
		Date: October 29, 2004