FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the Quarter Ended September 26, 1997

Commission File Number 0-13914

                            TRIO-TECH INTERNATIONAL

             (Exact name of Registrant as specified in its Charter)

                         California                         95-2086631

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

               355 Parkside Drive, San Fernando, California 91340

              (Address of principle executive offices)  (Zip Code)

Registrant's Telephone Number:  818-365-9200

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission 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                   


As of October 24, 1997, the Registrant had outstanding approximately 1,962,662*
Shares of Common Stock.

*    See PART II. OTHER INFORMATION, ITEM 2 in connection with a 3-for-2
     stock split, effective October 7, 1997.



This document contains a total of 9 pages.
<PAGE>
                         PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                            TRIO-TECH INTERNATIONAL
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (unaudited)
                                 (In Thousands)
                                                           Sep. 26,     Jun. 27,
                                                             1997       1997 (a)

<S>                                                      <C>         <C>
ASSETS
CURRENT ASSETS
    Cash                                                  $     603   $     868
    Cash deposits                                             6,545       7,104
    Accounts receivable - net                                 3,259       3,646
    Notes and other receivables                                 690         161
    Inventories                                               1,786       1,784
    Prepaid expenses and other current assets                   373         280
                                                          ---------   ---------
        Total current assets                                 13,256      13,843


PROPERTY, EQUIPMENT AND CAPITALIZED LEASES, net               3,870       4,421
OTHER ASSETS                                                    166         264
                                                          ---------   ---------
TOTAL ASSETS                                              $  17,292   $  18,528
                                                          =========   =========


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Notes payable                                          $    250   $     150
    Accounts payable                                          1,250       1,121
    Accrued expenses                                          3,155       3,605
    Income taxes payable                                      2,117       1,965
    Current portion of long-term debt and capitalized lease     182         198
                                                           --------   ---------
        Total current liabilities                             6,954       7,039


LONG-TERM DEBT AND CAPITALIZED LEASES,
    net of current portion                                      621         723
DEFERRED TAXES                                                  723         776
MINORITY INTEREST                                             3,816       3,527

SHAREHOLDERS' EQUITY:
    Common stock; authorized, 15,000,000 shares; issued and
        outstanding, 1,290,500 shares at September 26, 1997
        and 1,291,064 shares at June 27, 1997 stated at       5,075       5,075
    Accumulated deficit                                        (123)       (334)
    Cumulative currency translation                             226       1,722
                                                            --------    -------
        Total shareholders' equity                            5,178       6,463
                                                            --------    -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $ 17,292    $ 18,528
                                                           ========    ========

<FN>
(a)
(b) DERIVED FROM AUDITED CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE FORM
  10K FOR THE FISCAL YEAR ENDED JUNE 27, 1997.
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                            TRIO-TECH INTERNATIONAL
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (unaudited)
                 (In Thousands, except Earnings per Share Data)

                                                           THREE MONTHS ENDED
                                                           ------------------
                                                          SEP. 26,    SEP. 27,
                                                            1997        1996
                                                        ----------  ----------
<S>                                                    <C>         <C>
NET SALES                                              $      5,095  $  5,616
COST OF SALES                                                 3,314     3,322
                                                       ------------  --------
    GROSS PROFIT                                              1,781     2,294

OPERATING EXPENSES
    Selling, general and administrative expenses              1,449     1,416
                                                        ------------  -------
INCOME FROM OPERATIONS                                          332       878

OTHER INCOME (EXPENSE)
    Interest expense                                            (24)      (35)
    Other income                                                113       126
                                                        -----------  --------
        Total                                                    89        91
                                                        -----------  --------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST                421       969

INCOME TAXES                                                    162       421
                                                        -----------  --------

INCOME BEFORE MINORITY INTEREST                                 259       548
                                                        -----------  --------
MINORITY INTEREST                                               (48)     (379)

                                                        -----------  --------
NET INCOME                                              $       211  $    169
                                                        ===========  ========


EARNINGS PER SHARE:

Primary                                                 $      0.16  $   0.13
Pro forma (see Note 3)                                  $      0.11  $   0.09

Fully diluted                                           $      0.16  $   0.13
Pro forma (see Note 3)                                  $      0.11  $   0.09


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Primary                                                       1,339     1,280
Fully diluted                                                 1,364     1,289
<FN>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            TRIO-TECH INTERNATIONAL
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                 (In Thousands)
                                                           THREE MONTHS ENDED
                                                           ------------------
                                                          SEP. 26,    SEP. 27,
                                                            1997        1996
                                                          --------  ---------
<S>                                                     <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                           $      211  $    169
    Adjustments to reconcile net income to
      cash provided by operations:
    Depreciation and amortization                               294       370
    Loss on disposal of property and equipment                             37
    Effect of exchange rate changes on
        operating assets                                     (1,586)      (29)
    Changes in assets and liabilities:
        Accounts receivable, net                                387      (125)
        Notes and other receivables                            (529)     (224)
        Inventories                                              (2)     (383)
        Prepaid expenses and other current assets               (93)     (131)
        Other assets                                             87         3
        Accounts payable and accrued expenses                  (169)      402
        Deferred taxes                                          (53)       (1)
                                                         ----------  --------
             Total adjustment                                (1,664)      (81)
                                                         ----------  --------
             Net cash  (used in) provided by operating       
                activities                                   (1,453)       88
                                                         ----------  --------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Maturity  (purchase)  of cash deposits                      559    (1,551)
    Capital expenditures, net                                  (484)      (17)
    Minority interest                                            30       305
                                                          ---------  --------
              Net cash provided by (used in) investing  
                 activities                                     105    (1,263)
                                                          ---------  --------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments on notes payable and lines of credit               100      (104)
    Borrowings under notes payable                                         30
    Repayment of long-term obligations                         (118)     (126)
     Issuance of common stock                                     0         6
                                                          ---------  --------
              Net cash used in financing activities             (18)     (194)
                                                          ---------  --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                       1,101        (2)
NET DECREASE IN CASH                                           (265)   (1,371)
CASH, BEGINNING OF THE PERIOD                                   868     2,114
                                                          ---------  --------
CASH , END OF THE PERIOD                                  $     603  $    743
                                                          =========  ========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest                                                  $     24  $      29
Income taxes                                              $      0  $      25

<FN>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
                           TRIO-TECH INTERNATIONAL
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   Basis of Presentation

The interim consolidated financial statements as of September 26, 1997, and for
the three-months ended September 27, 1996, are unaudited.  In the opinion of
management, the unaudited consolidated financial statements include all
adjustments necessary, consisting of normal recurring accruals, for a fair
presentation of such information.  Certain reclassifications of prior year
amounts have been made to conform to the current year financial statement
presentation.

The interim consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and notes thereto included in the
Company's Annual Report for fiscal year ended June 27, 1997.
The consolidated results of operations for the three-month periods ending
September 26, 1997 and September 27, 1996, are not necessarily indicative of the
results expected for a full year.

Earnings per Share - Earnings per share is based upon the weighted average
number of shares outstanding and common stock equivalents (consisting of stock
options), excluding those common stock equivalents which would be anti-dilutive.
The following amounts would have been presented had the Company computed
earnings per share under Statement of Financial Accounting Standards No. 128,
Earnings per Share:
[/TABLE]
[CAPTION]
                                                Sept. 26,   Sept. 27,
                                                  1997        1996
                                                ---------   --------
[S]                                            [C]         [C]
     Basic                                      $     0.16  $    0.14
     Diluted                                    $     0.16  $    0.13
[/TABLE]


NOTE 2.   Inventories

The composition of inventories is as follows (in thousands):
<TABLE>
<CAPTION>
                                                Sept. 26,    June 27,
                                                  1997         1997
                                                ---------   ---------
<S>                                            <C>         <C>
     Raw materials                              $      502  $     551
     Work in process                                   742        526
     Finished goods                                    542        707
                                                ----------  ---------
                                                $    1,786  $   1,784


</TABLE>


NOTE 3.   Shareholders' Equity

In September, 1997 the Board of Directors approved a three-for-two stock split.
The date of distribution of the stock split was October 7, 1997.  The pro forma
earnings per share amounts show the effect of the stock split.
<PAGE>
NOTE 4. Stock Options

The Company applies Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations in accounting for its
Plan.  Accordingly, no compensation expense has been recognized.  Had
compensation cost for the Company's Plan been determined based upon the fair
value at the grant date for awards under this Plan consistent with the
methodology prescribed under Statement of Financial Accounting Standards No.
123, Accounting for Stock Based Compensation, the Company's net income and
earnings per share would have been reduced to the pro forma amounts indicated
below:

                                     (in thousands)
                                      Quarter Ended
                               Sept. 26, 1997  Sept. 27, 1996
                               --------------  --------------
   Net Income (Loss):
       As Reported                  $ 210          $ 169
       Pro forma                   ($ 313)        ($ 257)

   Earnings (Loss) per Share:
       As Reported                 $ 0.16         $ 0.13
       Pro forma                  ($ 0.23)       ($ 0.20)

   Using the Black Scholes option-pricing model with the assumptions listed
   below.

                                  Quarter Ended
                             Sept. 26, 1997   Sept. 27, 1996
                             --------------   --------------
   Volatility                      40.5%           45.0%
   Expected Life                    2.0             1.4
   Discount rate                    6.1%            5.9%

NOTE 5. Subsequent Event

On October 31, 1997 and November 4, 1997, the Company completed a $3,800,000
private placement consisting of 699,200 shares of common stock together with
redeemable 3 year warrants to purchase 3649,600 shares of additional common
stock.  The sale resulted in net proceeds to the Company of $3,351,000.
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

1.   Liquidity and Capital Resources

Due to the devaluation of currencies in Southeast Asia relative to the U.S.
dollar, the Company's working capital decreased by $502,000 to $6,302,000 during
the quarter ended September 26, 1997 as compared to the fiscal year ended June
27, 1997.

The Company's subsidiary, TTI Pte, has  a secured credit agreement with a bank
which provides for a total line of credit of  $ 655,000.  Borrowings under these
lines amounted to $100,000 as of September 26, 1997.  The interest rate on
borrowings is at the bank's prime rate (6.5% at September 26, 1997) plus 2%.
Borrowings under this agreement are collateralized by substantially all of TTI
Pte's assets.

The Company's subsidiary, TTM, has obtained a line of credit from a bank which
provides for borrowings of $76,000. There were no borrowings under the line as
of September 26, 1997.

The Company's subsidiary, TTBk, has a secured line of credit with a bank which
provides for a total line of credit of $78,000.  There were no borrowings under
the line as of September 26, 1997.

The Company's subsidiary, EETC, has a credit agreement with a bank which
provides a term loan of $400,000.  Borrowings under these lines amounted to
$327,000 as of September 26, 1997.  Interest is at the bank's prime rate (5.84%
at September 27,1996) plus 3.5%.

The Company has a revolving line of credit of $150,000 from a bank bearing
interest at 1.8% above the bank's reference rate (10.0% at September 26, 1997).
Borrowings under the line amounted to $150,000 as of September 26, 1997.

2.   Material Changes in Financial Position

Total shareholders' equity was $5,178,000 at September 26,1997 as compared to
$6,463,000 at June 27, 1997, a decrease of 19.9%, due to a currency 
devaluation in Thailand and weaknesses in currency exchange rates in 
Southeast Asia relative to the U.S. dollar.


3. Material Changes in Results of Operations

There were no material changes in the results of operations of the Company
during the three month period ending September 26, 1997.

4.Subsequent Equity Financing

Subsequent to the end of the fiscal quarter ended September 27, 1997, the 
Company raised net proceeds of $3,351,000 from a private sale of 699,200 
shares of common stock and warrants to purchase 349,600  additional shares of
common stock (see Item 5 of Part II below).
<PAGE>



                          PART II. OTHER INFORMATION

Item 2.  Changes in securities.

On September 30, 1997, the Company declared a three-for-two stock split of 
its Common Stock, effective October 7, 1997.  In connection therewith, the 
authorized Common Stock of the Company was increased from 10,000,000 to 
15,000,000 shares by means of an amendment to the Company's Articles of 
Incorporation.  The stock split took the form of a 50% stock dividend.  
Fractional interests resulting from the stock split were rounded down to the 
nearest whole share, with the balance being paid in cash.  As a result of the 
stock split, the number of outstanding shares of Common Stock increased to 
approximately 1,962,662.

Item  5.  Other Information.

Subsequent to the end of  fiscal quarter, on October 31 and November 4, 1997,
the Company completed a $3,800,000 private placement consisting of 699,200
shares of common stock together with redeemable 3 year warrants to purchase
349,600 shares of additional common stock.  This private offering was placed
through Paragon Capital Corporation.  The net proceeds of the private placement
will be used to expand the Company's U.S. Operations, including those of
Universal Systems following the anticipated acquisition of Universal Systems;
and for working capital and general corporate purposes.

                                  SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                              TRIO-TECH INTERNATIONAL

                              Registrant



                              By
                                 A. Charles Wilson
                                 Chairman

                              Dated:    November 10, 1997
<PAGE>