SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |_|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement |_| Soliciting Material Under Rule
|_| Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials

TRIDAN CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:

________________________________________________________________________________

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:

________________________________________________________________________________
5) Total fee paid:

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|_| Fee paid previously with preliminary materials:

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|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

1) Amount previously paid:

________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:

________________________________________________________________________________
3) Filing Party:

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4) Date Filed:

________________________________________________________________________________

TRIDAN CORP.

477 Madison Avenue
New York, New York 10022

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 17, 2003

To the Shareholders of Tridan Corp.:

The Annual Meeting of Shareholders of Tridan Corp. (the "Company") will be
held on Tuesday, June 17, 2003, at 10:00 A.M. at the offices of Kantor,
Davidoff, Wolfe, Mandelker & Kass, P.C., 17th floor, 51 East 42nd Street, New
York, New York 10017.

The following subjects will be considered and acted upon at the meeting:

(1) Election of five directors;

(2) Ratification of the selection of Leslie Sufrin and Company, P.C. as
auditors of the Company for the fiscal year ending April 30, 2004;

(3) Transaction of such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

The subjects referred to above are discussed in the Proxy Statement
attached to this notice. Each shareholder is invited to attend the Annual
Meeting of Shareholders in person. Shareholders of record at the close of
business on May 16, 2003 have the right to vote at the meeting. If you cannot be
present at the meeting, we urge you to fill in, sign and promptly return the
enclosed proxy in order that your shares will be represented at the meeting.

By Order of the Board of Directors

I. Robert Harris, Secretary

May 27, 2003

TRIDAN CORP.

477 Madison Avenue
New York, New York 10022

PROXY STATEMENT

This statement is furnished in connection with the solicitation by the
Board of Directors of Tridan Corp., a New York corporation (the "Company") of
proxies to be voted at the Annual Meeting of Shareholders to be held June 17,
2003 and any and all adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement is
being mailed to shareholders on or about May 27, 2003.

All proxies which have been properly executed and received by the time of
the meeting will be voted at the meeting in accordance with the instructions
thereon. Any shareholder executing a proxy may revoke it in writing by execution
of another proxy or by any other legal method at any time before the shares
subject to the proxy are voted at the meeting. The Board of Directors recommends
that shares be voted, and if no choice is specified on the proxy, the shares
will be voted FOR the election as directors of the nominees hereinafter named,
FOR ratification of the selection of Leslie Sufrin and Company P.C. as auditors,
and in the discretion of the proxy holders on such other matters as may properly
come before the meeting.

As of May 16, 2003, there were issued and outstanding 3,125,658.4792
shares of capital stock, par value $.02 per share, of the Company, which is the
only class of capital stock of the Company. Shareholders will be entitled to one
vote for each share held, with pro rata voting rights for any fractional shares.
Holders of record of such shares at the close of business on May 16, 2003 will
be entitled to vote at the meeting.

The participants in the Tridan Corp. Employees' Stock Ownership Trust are
the beneficial shareholders of the shares held under the Trust, and the shares
held for such participants will be voted only if and as directed by the
participant for whose account such shares are held of record by the trustees of
the Trust. Accordingly, the attached Notice, this Proxy Statement and the form
of proxy have been mailed to each person who was a participant on the record
date, and the shares beneficially owned by such participants will be voted in
accordance with their proxies.

The Company will pay the cost of preparing, assembling, and mailing the
form of proxy and the material used in connection with solicitation of proxies.
In addition to solicitation by use of the mails, certain officers and directors
of the Company, who will receive no compensation for their services (other than
their regular compensation) may solicit the return of proxies personally or by
telephone or telegraph.

An Annual Report covering the operations of the Company for its fiscal
years ended April 30, 2003 and 2002 is enclosed herewith, but does not
constitute a part of the material for the solicitation of proxies.

ELECTION OF DIRECTORS

At the meeting, five directors are to be elected to hold office until the
next Annual Meeting of Shareholders and until their respective successors shall
have been chosen and qualified, or as otherwise provided in the By-Laws of the
Company. The election of a Board of Directors will require the vote of a
majority of the shares present in person or by proxy at the meeting.

It is intended that the persons named in the accompanying proxy will vote
such proxy, if signed and returned, for the election of the nominees listed
below. If for any reason any of said nominees shall become unavailable for
election, which is not anticipated, the proxies may be voted for a substitute
nominee designated by the Board of Directors. The Board of Directors has no
reason to expect that any of the nominees will fail to be a candidate at the
meeting and, accordingly, does not have in mind any substitute.

As of May 16, 2003, Peter Goodman owned beneficially 1,277,381.35 shares
(40.87%) of the Company, which does not include shares owned by Barbara S.
Goodman, Peter Goodman's wife, nor shares owned by them as trustees for his
brother Thomas Goodman.

-2-

The following Tables A and B set forth information concerning directors
and nominees for election as director for a term of one year. Table C sets forth
information concerning non-director officers of the Company. The Table A
nominees (Messrs. Goodman, Goodman and Pelton) are "interested persons" as
defined in Section 2(a)19 of the Investment Company Act of 1940, and the Table B
nominees (Messrs. Negin and Stoever) are not. Peter Goodman is an "interested
person" because he is an officer and holder of more than 5% of the shares of the
Company, Mark Goodman because he is Peter Goodman's son, and Mr. Pelton because
he is an officer of the Company.

Table A

Principal
Occupations Number of Other
Name, Address Positions in Director During Past Portfolios Director-
and Age the Company Since 5-years Overseen ships Held
- ------------- ------------ -------- ----------- ---------- ----------

Interested Persons:

Peter Goodman Director and 1980 President, Tridan 1 None
65 Wendover Road President Corp.
Rye, NY 10580
Age 77

Mark Goodman* Director 1999 Pianist and Teacher 1 None
15 Eliot Street
Jamaica Plain, MA 02130
Age 49

Warren Fred Pelton Director, Vice- 1988 Director of 1 None
6079 Fairway Court President and Development,
Naples, FL 34110 Treasurer International College
Age 65 until 1999; Consultant

*Son of Peter Goodman

-3-

Table B

Disinterested Persons:

Jay Stanley Negin Director 1985 Investor 1 None
6 Demarest Court
Englewood Cliffs, NJ 07632
Age 72

Russell Jude Stoever Director 1995 Vice-President, 1 None
15 Rockleigh Road Stoever Glass & Co.,
Rockleigh, NJ 07647 Inc.
Age 58 (a registered
broker-dealer)

Table C

Principal
Occupations Number of Other
Name, Address Positions in During Past Portfolios Director-
and Age the Company 5-years Overseen ships Held
- ------------- ------------ ----------- ---------- ----------

Non-director Officers:

I. Robert Harris Secretary Attorney None None
51 East 42nd Street
Suite 1700
New York, NY 10017
Age 71

-4-

Five meetings of the Board of Directors were held during the fiscal year
ended April 30, 2003, and each director attended at least 75% of the total
number of meetings. The Board of Directors of the Company does not have an
audit, nominating, compensation or similar committee.

The following table sets forth the dollar range of equity securities
beneficially owned by each nominee for election as director:

Dollar Range of Equity Securities
Name of Nominee In the Company
- --------------- ---------------------------------

Interested Persons:

Peter Goodman Over $100,000
Mark Goodman Over $100,000

Warren Fred Pelton Over $100,000

Disinterested Persons:
Jay Stanley Negin None

Russell Jude Stoever None

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer received any compensation from the Company during
the last fiscal year, except for an annual fee of $9,000 paid to each director.

All executive officers of the Company as a group (two persons) received
compensation (comprised solely of said directors' fees) aggregating $18,000
applicable to fiscal 2003 (which excludes professional fees paid to the law firm
of which I. Robert Harris, secretary of the Company, is a member).

-5-

PRINCIPAL AND MANAGEMENT SHAREHOLDERS

The following table sets forth certain information concerning directors
and nominees as directors of the Company and persons believed by the Company to
be the record owners of more than five percent (5%) of the Company's voting
securities as of May 16, 2003:

Number of Shares Percent
Title of Name and Address of Beneficially Owned of Class on
Class Beneficial Owner on May 16, 2003 May 16, 2003
- ------------- ------------------- ------------------ ------------
Capital Stock Peter Goodman 1,277,381.35(1)(2) 40.87%
(par value $.02) 65 Wendover Road
Rye, NY 10580

Barbara S. Goodman 375,500.00(1) 12.01%
(wife of Peter Goodman)
65 Wendover Road
Rye, NY 10580

Thomas Goodman 703,982.17(2)(3) 22.52%
79-11 41st Avenue
Elmhurst, NY 11373

Robert W. Erdos 282,640.11(2)(4) 9.04%
549 Fairview Terrace
York, PA 17403

Mark Goodman 77,333.33 2.47%
15 Eliot Street
Jamaica Plain, MA 02130

Warren F. Pelton 29,930.89 0.96%
6079 Fairway Court
Naples, FL 34110

All officers, 1,384,645.57(2)(3) 44.30%
directors and
nominees as a
group (6 persons)

(1) Not including 600,000 shares owned indirectly by Mr. Goodman and his wife,
Barbara S. Goodman, as co-trustees for his brother, Thomas Goodman (see
footnote 3), with respect to which the co-trustees have shared voting and
investment power.

-6-

(2) Including the following shares owned by Tridan Corp. Employees Stock
Ownership Trust, as nominee only: 9,881.35 shares owned directly and
beneficially by Peter Goodman, 5,640.11 shares owned directly and
beneficially by Robert W. Erdos and 2,982.17 shares owned directly and
beneficially by Thomas Goodman. Messrs. Robert W. Erdos, Peter Goodman,
Thomas Goodman and Warren F. Pelton are trustees of said Trust.

(3) Including 600,000 shares owned of record only, by Peter Goodman and
Barbara S. Goodman, as trustees for Thomas Goodman (Peter Goodman's
brother).

(4) This amount does not include 49,000 shares owned of record and
beneficially by Erda Erdos, Mr. Erdos' wife.

The foregoing table and footnotes shall not be construed as an admission
that Peter Goodman is the beneficial owner of any shares owned by him as a
trustee for his brother, nor of any shares owned by Mr. Goodman's wife; nor as
an admission that Barbara S. Goodman is the beneficial owner of any shares owned
by her as a trustee for Peter Goodman's brother; nor as an admission that Robert
W. Erdos is the beneficial owner of any shares owned by Mr. Erdos' wife.

Peter Goodman, president and a director of the Company, controls the
Company in that any matter to be voted on at the meeting can be decided by Mr.
Goodman and any one of several other shareholders, who together own a majority
of the outstanding shares, if they vote in the same way on such matter.

Joseph T. Scialo is the Company's Administrator. Mr. Scialo is a certified
public accountant in the firm of Yohalem, Gillman & Company, LLP, 477 Madison
Avenue, New York, NY 10022.

RELATIONSHIP WITH AND RATIFICATION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors, including a majority of the members of the Board
of Directors who are not interested persons of the Company, has selected Leslie
Sufrin and Company, P.C. as independent public accountants for the Company for
the fiscal year ending April 30, 2004. This selection is to be submitted for
ratification by the shareholders, which requires the affirmative vote of the
holders of a majority of the shares of the Company voting at the meeting. The
Board of Directors reviewed the services performed by Leslie Sufrin and Company,
P.C. during the last fiscal year and determined that such services did not
affect their independence. The firm has no direct or indirect financial interest
in the Company, except for fees received by it for services which were furnished
at customary rates and terms. Representatives of such firm are expected to be
present at the meeting and will be given an opportunity to make such statements
as they feel appropriate and will be available to respond to appropriate
questions.

-7-

INVESTMENT ADVISORY AGREEMENT AND ADVISER

The Investment Advisory Agreement dated July 1, 2000 (the "Agreement"),
under which J.P. Morgan Investment Management Inc., conducting business under
the name JP Morgan Fleming Asset Management ("Morgan"), serves as the Company's
investment adviser, was most recently approved by the shareholders at the annual
meeting on June 20, 2000 and expires June 30, 2003. On May 22, 2003, the Board
of Directors (including the Company's independent directors) unanimously
approved a continuation of the Agreement until June 30, 2004 (subject to the
early termination provisions contained in the Agreement).

Under the Agreement Morgan, subject to the general supervision of the
Company's Board of Directors and in conformance with the stated policies of the
Company, manages investment operations and the composition of the Company's
portfolio of securities and investments. In this regard, it is the
responsibility of Morgan to make investment decisions for the Company and to
place the purchase and sale orders for the portfolio transactions of the
Company.

As compensation for the services rendered and related expenses borne by
Morgan, the Company, under the Agreement, has paid Morgan an annual fee,
computed and payable quarterly, equal to 0.28% of the Company's net assets under
management. Morgan received fees aggregating $110,841 applicable to the year
ended April 30, 2003.

On December 31, 2000, J.P. Morgan & Co. Incorporated ("JPM"), which was
the parent entity of Morgan, merged with and into The Chase Manhattan
Corporation ("Chase"). The surviving entity is named J.P. Morgan Chase & Co.
After the merger, Morgan, the Company's investment adviser, continued and now
continues as a wholly-owned subsidiary of its parent company, J.P. Morgan Chase
& Co., 270 Park Avenue, New York, New York 10017.

JPM received an opinion from its counsel, Davis Polk & Wardwell, that the
merger between JPM and Chase would not result in an assignment of the existing
advisory contracts between the registered investment adviser subsidiaries of JPM
(including Morgan) and their respective clients for purposes of Section
(2)(a)(4) of the Investment Company Act of 1940 and Section 202(a)(1) of the
Investment Advisers Act of 1940.

The investment advisory services of Morgan to the Company are not
exclusive under the terms of the Agreement. Morgan is free to, and does, render
investment advisory services to others, including the following open-end
management investment companies:

-8-

Net Assets as of Annual Advisory
Inventory Company April 30, 2003 Fee Rate
- ---------------------- ---------------- ---------------

J.P. Morgan Bond Fund 1,499,026,557 0.30%

J.P. Morgan Bond Portfolio (Series Trust II) 99,361,135 0.30%

J.P. Morgan California Bond Fund 192,441,920 0.30%

J.P. Morgan Disciplined Equity Fund 1,113,567,981 0.25%

J.P. Morgan Disciplined Equity Value Fund 38,196,070 0.35%

J.P. Morgan Diversified Fund 542,435,619 0.55%

J.P. Morgan Emerging Markets Debt Fund 73,186,142 0.70%

J.P. Morgan Emerging Markets Equity Fund 61,140,778 1.00%

J.P. Morgan Enhanced Income Fund 380,758,308 0.25%

J.P. Morgan Global 50 Fund 24,847,604 1.25%

J.P. Morgan Global Healthcare Fund 13,004,885 1.25%

J.P. Morgan Global Strategic Income Fund 133,171,760 0.45%

J.P. Morgan International Value Fund 37,333,763 0.60%

J.P. Morgan International Opportunities Fund 204,639,727 0.60%

J.P. Morgan International Opportunities
Portfolio (Series Trust II) 19,481,718 0.60%

J.P. Morgan Market Neutral Fund 19,686,869 1.50%

J.P. Morgan Short Term Bond Fund 922,002,508 0.25%

J.P. Morgan Small Company Portfolio
(Series Trust II) 39,371,646 0.60%

J.P. Morgan Tax Aware Disciplined
Equity Fund 177,609,445 0.35%

J.P. Morgan Tax Aware Enhanced
Income Fund 2,207,318,702 0.25%

J.P. Morgan Tax Aware U.S. Equity Fund 569,679,939 0.45%

-9-

J.P. Morgan U.S. Disciplined Equity
Portfolio (Series Trust II) 45,618,041 0.35%

J.P. Morgan U.S. Equity Fund 423,150,646 0.40%

J.P. Morgan U.S. Small Company Fund 347,031,011 0.60%

J.P. Morgan U.S. Small Company
Opportunities Fund 16,407,616 0.60%

J.P. Morgan Int'l Opportunities
(Series Trust II) 19,481,718 0.60%

Morgan seeks to obtain the best price and execution of orders placed for
the Company's assets considering all of the circumstances. If transactions are
executed in the over-the-counter market, Morgan will deal with the principal
market makers, unless more favorable prices and executions are otherwise
obtainable. There is no agreement by Morgan with any broker or dealer to place
orders with it. When circumstances relating to a proposed transaction indicate
that a particular broker or dealer is in a position to provide the best
execution considering all factors including price, the order is placed with that
broker or dealer. This may or may not be a broker or dealer which has provided
statistical or other factual information to Morgan. Subject to the requirement
of seeking the best price and execution, Morgan may, in circumstances in which
two or more brokers are in a position to offer comparable prices and execution,
give preference to a broker or dealer which has provided statistical and other
factual information to it. Morgan is of the opinion that while such information
is useful in varying degrees, it is of indeterminable value and does not reduce
the expenses of Morgan. In recognition of the brokerage execution services
Morgan may pay a brokerage commission in excess of that which another broker
might have charged for the same transaction. Morgan periodically evaluates the
overall reasonableness of brokerage commissions paid by the Company. The factors
considered in these evaluations include the competitive negotiated rate
structure at the time the commission is charged and the effectiveness of the
broker's execution.

The names and principal occupations of the directors and principal
executive officers of Morgan are as follows. All of them may be reached c/o J.P.
Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036.

Name Position at Morgan
---- ------------------

Evelyn Guernsey President; Director; Managing Director*
Lawrence Unrein Director; Managing Director*
George Gatch Director; Managing Director*
Mark White Director; Managing Director*
James Berry Corporate Secretary
Roy Kinnear Treasurer

- ----------
* Managing Director is an officer's title, and those who hold it are
not necessarily directors of Morgan.

-10-

SUPPLEMENTAL INFORMATION

The executive officers of the Company, all of whom serve at the pleasure
of the Board of Directors, are as follows: Peter Goodman (President), Warren F.
Pelton (Vice President and Treasurer) and I. Robert Harris (Secretary). Messrs.
Goodman and Harris have served in their respective positions since the Company
registered with the Securities and Exchange Commission as an investment company
in April, 1980. Mr. Pelton became Vice President and Treasurer in 1995. Mr.
Harris has been of counsel to the law firm of Kantor, Davidoff, Wolfe, Mandelker
& Kass, P.C., general counsel to the Company, for more than the past 5 years.

SHAREHOLDER PROPOSALS
FOR 2004 ANNUAL MEETING

Next year's annual meeting of shareholders of the Company will be held in
June, 2004. Shareholders wishing to have their proposals included in the
Company's Proxy Statement which will relate to that meeting must submit their
proposals, preferably by certified mail, return receipt requested, to the
Company at its address listed on the first page of this Proxy Statement so that
the proposals are received no later than February 1, 2004.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors is not
aware of any matters to be presented for action at the meeting other than those
described above. Should other business properly be brought before the meeting,
the persons named in the proxy have discretionary authority to vote in
accordance with their best judgment in the interest of the Company.

Dated: May 27, 2003 By Order of the Board of Directors

I. Robert Harris, Secretary

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TRIDAN CORP.
ANNUAL MEETING OF SHAREHOLDERS - JUNE 17, 2003

THIS PROXY IS SUBMITTED ON BEHALF
OF THE BOARD OF DIRECTORS

The undersigned hereby appoints PETER GOODMAN, I. ROBERT HARRIS and WARREN
F. PELTON, and each of them, with power of substitution, as proxies of the
undersigned, to vote all of the shares of stock which the undersigned is
entitled to vote at the above stated Annual Meeting of Shareholders on June 17,
2003, and all adjournments thereof.

(1) FOR the election, as directors, WITHHOLD AUTHORITY
of all nominees listed below to vote for all
(except as marked to nominees listed
the contrary below) below
|_| |_|

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below.)

MARK GOODMAN, PETER GOODMAN, JAY STANLEY NEGIN,
WARREN FRED PELTON, RUSSELL JUDE STOEVER

----------------------------------------------

(2) FOR |_| AGAINST |_| ABSTAIN |_| the ratification of the selection of
Leslie Sufrin and Company, P.C. as auditors of the Company for the fiscal year
ending April 30, 2004;

(3) Upon any other matter which may properly come before the meeting, in
their discretion.

Every properly signed proxy will be voted in the manner specified hereon
and, in the absence of such specification, will be voted FOR the election of
directors and FOR Item (2) above.

PLEASE SIGN AND RETURN PROMPTLY, USING THE ENCLOSED ENVELOPE

Receipt of the Notice _____________________________
of Annual Meeting and Signature
Proxy Statement is
hereby acknowledged _____________________________
Signature

Dated: 2003

IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your full
title.