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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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MIC-Info: RSA-MD5,RSA,
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 MzPnSwDHtyBm97Sfv5PnTA==

<SEC-DOCUMENT>0000898430-98-003419.txt : 19980929
<SEC-HEADER>0000898430-98-003419.hdr.sgml : 19980929
ACCESSION NUMBER:		0000898430-98-003419
CONFORMED SUBMISSION TYPE:	8-A12B
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19980928
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TRIO TECH INTERNATIONAL
		CENTRAL INDEX KEY:			0000732026
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-TESTING LABORATORIES [8734]
		IRS NUMBER:				952086631
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-A12B
		SEC ACT:		
		SEC FILE NUMBER:	001-14523
		FILM NUMBER:		98715938

	BUSINESS ADDRESS:	
		STREET 1:		355 PARKSIDE DR
		CITY:			SAN FERNANDO
		STATE:			CA
		ZIP:			91340
		BUSINESS PHONE:		8183659200

	MAIL ADDRESS:	
		STREET 1:		355 PARKSIDE DRIVE
		CITY:			SAN FERNANDO
		STATE:			CA
		ZIP:			91340
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12B
<SEQUENCE>1
<DESCRIPTION>FORM 8-A
<TEXT>

<PAGE>
 
- ------------------------------------------------------------------------------- 
- ------------------------------------------------------------------------------- 

                                     UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549

                                        FORM 8-A

                                   REGISTRATION STATEMENT
                                         Under
                                 THE SECURITIES ACT OF 1934

                                  TRIO-TECH INTERNATIONAL
                    (Exact name of registrant as specified in its charter)

<TABLE> 
<S>                                                           <C> 
         California                                              95-2086631
 (State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                                Identification No.)
</TABLE>  
                                  355 Parkside Drive 
                           San Fernando, California 91340
                                    (818) 365-9200
     (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. ( c ), check the following box.[X]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. ( d ), check the following box. [_]

Securities Act registration statement file number to which this form relates:
___________________(if  applicable)


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

<TABLE>
<CAPTION>
<S>                                                       <C> 
                                                              NAME OF EACH EXCHANGE
    TITLE OF EACH CLASS TO BE SO REGISTERED               ON WHICH EACH CLASS IS TO BE
                                                                     REGISTERED
           Common Stock, no par value                       American Stock Exchange
</TABLE>
        Securities to be registered pursuant to Section 12(g) of the Act:

                                      None

- ------------------------------------------------------------------------------- 
- ------------------------------------------------------------------------------- 
<PAGE>
 
Item 1. Description of Registrant's Securities to be Registered.

<TABLE>
<S>              <C>
     2,744,396   issued and outstanding shares of its common stock, no par value
                 (including 8,000 shares held in the treasury); and for
                 authority to add to the list, upon official notice of issuance:

       116,000   additional shares of its common stock upon exercise of stock
                 options granted or to be granted by the Company pursuant to its
                 1988 Employee Stock Option Plan; plus

       300,000   additional shares of its common stock upon exercise of stock
                 options granted or to be granted by the Company pursuant to its
                 1998 Employee Stock Option Plan; plus
                 
       150,000   additional shares of its common stock upon exercise of stock
                 options granted or to be granted by the Company pursuant to its
                 1998 Directors Stock Option Plan; plus

       432,100   additional shares of its common stock upon exercise of warrants
                 in conjunction with its Private Placement (expiring November 7,
                 2000); plus

        52,500   additional shares of its common stock upon exercise of warrants
                 in conjunction with its Professional Services Agreement with
                 Spencer Trask (expiring February 1, 2002); plus

        30,000   additional shares of its common stock upon exercise of warrants
                 in conjunction with its Professional Services Agreement with
                 Paragon Capital Corporation (expiring September 30, 2002); plus

        75,000   additional shares of its common stock upon exercise of stock
                 options granted or to be granted by the Company pursuant to its
                 Acquisition of Universal Systems; plus
- ----------------
     3,899,996   shares of said common stock, the listing of which is herein
     =========   applied for (of a total authorized issue of 15,000,000 shares).
 </TABLE>
<PAGE>
 
ITEM 2. EXHIBITS.


<TABLE>
<CAPTION>
         Number                             Description
      -------------    --------------------------------------------------------
<S>              <C>
 
           1           Annual Report on SEC Form 10-K for the fiscal year ended
                       June 26, 1998 [Previously filed on September 28,1998]
                                           
           2           Annual Report to Shareholders for the fiscal year ended
                       June 27, 1997**
 
           3           Proxy statement dated October 15, 1997**
                                              
           4           Articles of Incorporation as amended*
 
           5           By-law's as amended*
 
           6           Specimen Stock Certificate*

       * Filed previously as Exhibit 14 to Form 10-K on September 28, 1998
      ** Filed previously on October 15, 1997
</TABLE>



SIGNATURES


  Pursuant to the requirements of Section 12 of the Securities Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.


                          (Registrant) TRIO-TECH INTERNATIONAL

                          September 28, 1998


                          By/s/ A. Charles Wilson

                            A. Charles Wilson
                            Chairman of the Board
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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