<PAGE>
   As filed with the Securities and Exchange Commission on February 5, 2003.
                                               Registration File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

                           MOBILITY ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                            86-0843914
      (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)            Identification Number)

                       17800 N. PERIMETER DRIVE, SUITE 200
                            SCOTTSDALE, ARIZONA 85255
                                 (480) 596-0061
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

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

                           MOBILITY ELECTRONICS, INC.
               AMENDED AND RESTATED 1996 LONG TERM INCENTIVE PLAN

                                 --------------
          JOAN W. BRUBACHER
  17800 N. PERIMETER DRIVE, SUITE 200                 (480) 596-0061
       SCOTTSDALE, ARIZONA 85255         (Telephone number, including area code,
 (Name and address, including zip code,           of agent for service)
         of agent for service)

                                    Copy to:
                               RICHARD F. DAHLSON
                              JACKSON WALKER L.L.P.
                      2435 N. CENTRAL EXPRESSWAY, SUITE 600
                               DALLAS, TEXAS 75080
                                 (972) 744-2900


                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
                                                     PROPOSED
                                                      MAXIMUM         PROPOSED MAXIMUM    AMOUNT OF
   TITLE OF SECURITIES        AMOUNT TO BE        OFFERING PRICE     AGGREGATE OFFERING  REGISTRATION
    TO BE REGISTERED           REGISTERED          PER SHARE(1)           PRICE(1)          FEE(1)
-------------------------- -------------------- -------------------- ------------------  ------------
<S>                        <C>                  <C>                  <C>                 <C>
Common Stock,
$0.01 par value..........       1,750,000                     $0.90       $1,575,000.00       $144.90
========================== ==================== ==================== ==================  ============
</Table>


---------------
(1)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(c), the registration fee is calculated based on
         the average of the high and low sale prices of the Common Stock
         reported by Nasdaq Stock Market's National Market on January 31, 2003.

<PAGE>


         This Registration Statement on Form S-8 registers an additional
1,750,000 shares of common stock of the same class as other securities for which
a registration statement (the "Original Registration Statement") filed by
Mobility on Form S-8 (Registration File Number 333-47210) relating to the same
employee benefit plan (Mobility Electronics' Amended and Restated 1996 Long Term
Incentive Plan) is effective. The Original Registration Statement is
incorporated herein by reference and made a part hereof.



<PAGE>



                               REOFFER PROSPECTUS

                           MOBILITY ELECTRONICS, INC.
                        3,000,000 SHARES OF COMMON STOCK

         This Prospectus relates to the offer and sale of up to 3,000,000 shares
(the "Shares") of common stock, par value $0.01 per share (the "Common Stock")
of Mobility Electronics, Inc., issuable by Mobility Electronics, Inc. upon
exercise of options (the "Options") granted or to be granted from time to time
to eligible persons pursuant to the provisions of Mobility Electronics' Amended
and Restated 1996 Long Term Incentive Plan (as amended, the "Plan"). This
prospectus also relates to the offer and sale of up to 3,000,000 Shares by
certain stockholders (the "Selling Stockholders") who will acquire such Shares
upon the exercise of Options.

         The Shares may be sold from time to time by the Selling Stockholders or
by permitted transferees. The Common Stock is quoted on the Nasdaq under the
symbol "MOBE" and may be sold from time to time by the Selling Stockholders
either directly in private transactions, or through one or more brokers or
dealers on the Nasdaq, or any other over-the-counter market or exchange on which
the Common Stock is quoted or listed for trading, at such prices and upon such
terms as may be obtainable. On January 31, 2003, the last reported sale price of
the Common Stock, as reported on the Nasdaq, was $0.91 per share.

         Upon any sale of the Common Stock offered hereby, the Selling
Stockholders and participating agents, brokers, dealers or marketmakers may be
deemed to be underwriters as that term is defined in the Securities Act of 1933,
as amended (the "Securities Act"), and commissions or discounts or any profit
realized on the resale of such securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. See "Plan of
Distribution." We will not receive any of the proceeds from the sales by the
Selling Stockholders.

         No underwriter is being utilized in connection with this offering. We
will pay all expenses incurred within this offering. The expenses incurred in
connection with this Offering are estimated to be approximately $25,000.00.

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

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

         THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS FOR A
DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
AN INVESTMENT IN THE SHARES OFFERED HEREBY.

                The date of this Prospectus is February 5, 2003.



<PAGE>

                                  RISK FACTORS

         THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY
CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION
IN THIS PROSPECTUS BEFORE DECIDING WHETHER TO INVEST IN SHARES OF OUR COMMON
STOCK. ANY OF THE FOLLOWING RISKS COULD CAUSE THE TRADING PRICE OF OUR COMMON
STOCK TO DECLINE.

         MOBILITY HAS A HISTORY OF LOSSES AND MAY NOT BE PROFITABLE IN THE
FUTURE.

         Mobility has experienced significant operating losses since inception
and, as of September 30, 2002, has an accumulated deficit of approximately $97.1
million. If Mobility does not achieve continued revenue growth sufficient to
absorb its recent and planned expenditures, Mobility could experience additional
losses in future periods, including the remainder of 2002. These losses or
fluctuations in its operating results could cause the market value of its common
stock to decline.

         Mobility anticipates that in the future it will make additional
investments in sales and marketing activities and, that as a result, operating
expenses will increase. Mobility intends to make such investments on an ongoing
basis, primarily from cash generated from operations and, if available, from
lines of credit, as it develops and introduces new products and expands into new
markets such as international, direct and OEM markets. If total revenue does not
increase with capital or other investments, Mobility is likely to continue to
incur net losses and its financial condition could be materially adversely
affected. Mobility has not yet achieved profitability, and there can be no
assurance that it will achieve or sustain profitability on a quarterly or annual
basis.

         MOBILITY MAY NOT ACHIEVE ANTICIPATED REVENUES IF MARKET ACCEPTANCE OF
ITS TECHNOLOGY AND PRODUCTS IS NOT FORTHCOMING.



                                       2
<PAGE>

         Mobility develops, produces and markets universal connectivity stations
based on its Split Bridge(R) technology, as well as expansion, handheld and
power and accessory products. If Mobility does not achieve widespread market
acceptance of these products and technology, it may not achieve anticipated
revenues.

         From 1998 through 2001, Mobility invested substantial resources in
developing its Split Bridge(R) technology and its Split Bridge(R)-based
universal docking stations, which have only recently been introduced into the
notebook computer market. The market for docking stations is characterized by
ongoing technological developments, frequent new product announcements and
introductions, evolving industry standards and changing customer requirements.
As a result, Mobility cannot be sure its Split Bridge(R) technology and
universal docking stations will achieve widespread market acceptance. To date,
the sales cycle on Mobility's Split Bridge(R) universal docking stations has
been longer than anticipated, and sales have been lower than expected. If
Mobility does not achieve widespread market acceptance of these products, it may
not achieve anticipated revenues. Although peripheral component interface, or
PCI, is an industry standard, the operating systems and peripheral devices used
by Mobility's customers may not be compatible with its universal docking
stations and, as a result, the available market for Mobility's products may be
limited.

         Mobility also anticipates that a material portion of its future
revenues will be derived from the sale of its "Juice" product, which is a
combination AC/DC power adaptor for laptop computers, PDA's and cell phones. If
Mobility fails to complete development of this product in a timely manner, or if
it fails to achieve the performance criteria required of such a product by our
customers, the product may not achieve widespread market acceptance. Further, a
material delay in bringing the product to market may allow competitors to
introduce similar products which would impair its ability to achieve anticipated
market penetration. The retail version of this product will include a universal
feature that allows a single version of the product to be used with almost any
laptop computer. If laptop computer manufacturers choose to design and
manufacture their products in such a way as to limit the use of universal
devices with their computers, it could reduce the applicability of a universal
device and limit market acceptance of the product at the retail level. Failure
by this product to achieve widespread market acceptance could significantly
negatively impact its future revenues.

         Mobility sells a variety of products that provide power and
connectivity for handheld computing devices. Revenue from these products
currently represents a material portion of consolidated revenues, and Mobility
expects these revenues to be a significant contributor to its future growth in
revenue. In the third quarter of 2002, Mobility introduced its new "Pitch"
product that will allow users of handheld computing devices to use those devices
to make PowerPoint presentations, eliminating the need for a full-size desktop
or laptop computer for such presentations. As this represents a new use for
handheld computing devices, there can be no assurance that a substantial market
for such a presentation device actually exists, or that this product will
adequately address the needs of such a market if it does exist. If it does not,
it could materially adversely affect Mobility's ability to achieve its
anticipated revenues.

         The demand for the majority of Mobility's products and technology is
primarily driven by the underlying market demand for portable and handheld
computing devices. Should the growth in demand for portable or handheld
computing devices by inhibited, Mobility may not achieve



                                       3
<PAGE>

anticipated revenues. Mobility's ability to generate future revenues from its
products and technology also depends upon, among other factors:

          -   computer OEM acceptance of its technology and products;

          -   the level of product technology and price competition for its
              universal docking products;

          -   its ability to defend its patents and patents pending;

          -   its success in establishing and expanding its direct and indirect
              distribution channels with corporate and consumer portable and
              handheld computer users;

          -   its success in attracting and retaining strategic partners, joint
              ventures and licensing opportunities;

          -   its success in attracting and retaining motivated and qualified
              personnel, particularly in both the technical and sales and
              marketing areas; and

          -   its development and marketing of new products and technology
              applications.

         MOBILITY'S OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS,
AND AN UNANTICIPATED DECLINE IN REVENUES MAY CAUSE ITS STOCK PRICE TO FALL.

         It is likely that in some future quarter or quarters Mobility's
operating results will be below the expectations of securities analysts and
investors. If a shortfall in revenues occurs, the market price for Mobility's
common stock may decline significantly. The factors that may cause Mobility's
quarterly operating results to fall short of expectations include:

          -   the timing of its competitors, new product or technology
              introductions and product enhancements;

          -   market acceptance of its Split Bridge(R) products and technology;

          -   market acceptance of its expansion, handheld and power and
              accessory products;

          -   the size and timing of customer orders;

          -   difficulties with new product production implementation or supply
              chain;

          -   seasonality of sales;

          -   product defects and other product quality problems which may
              result from the development of new products;

          -   the degree and rate of growth of the markets in which Mobility
              competes and the accompanying demand for its products;

          -   its ability to expand internal and external sales forces and build
              the required infrastructure to meet anticipated growth; and

          -   its suppliers' ability to perform under their contracts with
              Mobility.

         Many of these factors are beyond Mobility's control. For these reasons,
you should not rely on period-to-period comparisons of its financial results to
forecast its future performance.


                                       4
<PAGE>

         MOBILITY MAY NOT BE ABLE TO ADEQUATELY MANAGE ITS ANTICIPATED GROWTH,
WHICH COULD IMPAIR ITS EFFICIENCY AND NEGATIVELY IMPACT OPERATIONS.

         Mobility's success depends on its ability to manage growth effectively.
The scope of its operations and facilities, the number of its employees and the
geographic area of its operations are growing rapidly, primarily as a result of
acquisitions. Mobility may not be able to manage its growth effectively, which
could impair its efficiency, reduce the quality of its solutions, impair further
growth and harm its business, financial condition and operating results. If
Mobility does not effectively manage this growth, it may not be able to operate
efficiently or maintain the quality of its products. Either outcome could harm
its operating results.

         In the past, Mobility has experienced rapid growth, and it plans to
continue to expand operations. A primary element of its growth strategy is the
acquisition of companies and/or products and technologies that complement or
expand its current capabilities and needs. Acquisitions entail a number of
risks, including costs and time and efforts of management, potential dilution to
existing stockholders, integration issues and diligence issues. This expansion
is expensive and places a significant strain on personnel and other resources.

         As part of Mobility's plan to manage such growth, Mobility is in the
process of transitioning its product fulfillment operations to an outsourcing
firm. As a result, Mobility has eliminated its warehouse operations in
Scottsdale, Arizona and has relocated its offices to a smaller space in
Scottsdale. If Mobility fails to properly manage the transition to outsourcing
its fulfillment, or if the firm Mobility has selected to provide product
fulfillment to its customers fails to meet Mobility's expectations, it could
damage Mobility's relationships with its customers and impair its ability to
achieve expected revenues.

         In addition to the need to manage Mobility's expanded product
fulfillment needs, Mobility will also need to further improve other operational,
financial and managerial systems and successfully hire, train, motivate and
manage its employees. Furthermore, Mobility is in the process of consolidating
various operations and functions of the various companies it has acquired. If
Mobility fails to effect such consolidation both timely and without any material
disruptions of business, such consolidation could materially adversely affect
its customer relations and/or results of operation.

         MOBILITY'S FAILURE TO RESPOND TO RAPID TECHNOLOGICAL CHANGES MAY IMPAIR
ITS OPERATING RESULTS.

         The market for Mobility's products in general is characterized by rapid
technological advances, changing customer needs and evolving industry standards.
Accordingly, to realize expectations regarding operating results, Mobility
depends on its ability to:

          -   develop, in a timely manner, new products and services that keep
              pace with developments in technology;

          -   meet evolving customer requirements; and

          -   enhance current product and service offerings and deliver those
              products and services through appropriate distribution channels.



                                       5
<PAGE>

         Mobility may not be successful in developing and marketing, on a timely
and cost-effective basis, either enhancements to existing products or new
products which respond to technological advances and satisfy increasingly
sophisticated customer needs. If Mobility fails to introduce new products, its
operating results may suffer. In addition, if new industry standards emerge that
it does not anticipate or adapt to, its products could be rendered obsolete and
its business could be materially harmed. Alternatively, any delay in the
development of technology upon which its products are based could result in
Mobility's inability to introduce new products as planned. For example, certain
products that are currently being developed depend upon the availability of USB
2.0. The success and marketability of technology developed by others is beyond
Mobility's control.

         MOBILITY DEPENDS ON LARGE PURCHASES FROM A FEW SIGNIFICANT CUSTOMERS,
AND ANY LOSS, CANCELLATION OR DELAY IN PURCHASES BY THESE CUSTOMERS COULD CAUSE
A SHORTFALL IN REVENUE.

         Mobility derives a substantial portion of its product sales through a
relatively small number of OEMs and third-party distributors. For the year ended
December 31, 1999, OEMs and distributors represented 61% and 25%, respectively,
of Mobility's sales during that period. For the year ended December 31, 2000,
OEMs and distributors represented 72% and 19%, respectively, of Mobility's net
product sales during that period. For the year ended December 31, 2001, OEMs and
distribution represented approximately 72% and 13%, respectively, of Mobility's
net product sales during that period. For the nine months ended September 30,
2002, OEMs and distribution represented approximately 69% and 11%, respectively,
of Mobility's net product sales during that period.

         While Mobility's financial performance depends on large orders from a
few significant OEMs and third-party distributors, its contractual relationships
are generally non-exclusive and cancelable upon notice to Mobility. In addition:

          -   its distributor agreements generally do not require minimum
              purchases;

          -   its customers can stop purchasing and its distributors can stop
              distributing its products at any time; and

          -   its distributor agreements generally are not exclusive and are for
              one year terms, with no obligation of the distributors to renew
              the agreements.

         Net product sales to Targus totaled 27% for the year ended December 31,
1999, 32% for the year ended December 31, 2000, and 28% for the year ended
December 31, 2001. In 2001, Targus distributed a range of Mobility's power
products, on a private label basis, primarily to major retail outlets and
certain OEM fulfillment outlets worldwide. However, in December 2001 Mobility
came to an agreement with Targus to terminate their relationship. Mobility now
markets its power products under its own brand through the distribution channels
being developed and through the iGo channels. IBM, who buys brand labeled
monitor stands, power products, a portable device bay, and USB docking stations,
accounted for 30% and 22% of Mobility's net product sales for the year ended
December 31, 2001 and the nine months ended September 30, 2002, respectively.

         Because Mobility's expenses are based on its revenue forecasts, a
substantial reduction or delay in sales of its products to, or unexpected
returns from OEMs and distributors, or the loss of


                                       6
<PAGE>

any significant customer could harm Mobility's business. Although Mobility's
largest customers may vary from period-to-period and it expects to diversify its
customers in the future, Mobility's operating results for any given period may
continue to depend to a significant extent on large orders from a small number
of customers.

         There can be no assurance that Mobility's distributors will continue
their current relationships with Mobility or that they will not give higher
priority to the sale of other products, which could include products of
Mobility's competitors. In addition, effective distributors must devote
significant technical, marketing and sales resources to an often lengthy sales
cycle. There can be no assurance that Mobility's current and future distributors
will devote sufficient resources to market its products effectively or that
economic or industry conditions will not adversely affect such distributors. A
reduction in sales efforts or a discontinuance of distribution of Mobility's
products by its distributors could lead to reduced sales. In addition, because
Mobility sells a significant portion of its products through distributors, it is
difficult for Mobility to monitor end user demand for its products on a current
basis. For example, third-party distributors may place large initial orders
which may not be indicative of long-term end user demand.

         Mobility's operating results could also be adversely affected by
changes in distributors' inventory strategies, which could occur rapidly and, in
many cases, may not be related to end user demand.

         New products may require different marketing, sales and distribution
strategies than those for Mobility's current products. There can be no assurance
that Mobility's distributors will choose or be able to effectively market these
new products or to continue to market its products.

         MOBILITY'S RELIANCE ON SINGLE OR LIMITED SOURCES FOR KEY COMPONENTS MAY
INHIBIT ITS ABILITY TO MEET CUSTOMER DEMAND.

         The principal components of Mobility's products are purchased from
outside vendors. Several of these vendors are the sole source of supply of the
components that they supply. In addition to component suppliers, Mobility's
products are produced under contract manufacturing arrangements with several
manufacturers in Taiwan and Malaysia. Mobility does not have long term supply
agreements with these suppliers. Mobility obtains both components and products
under purchase orders. Any termination of or significant disruption in
Mobility's relationship with its suppliers may prevent Mobility from filling
customer orders in a timely manner as Mobility generally does not maintain large
inventories of components or products. In the event that a termination or
disruption were to occur, Mobility would have to find and qualify an alternative
source. The time it would take to complete this process would vary based upon
the size of the supplier base and the complexity of the component or product.
Delays could range from as little as days to six months in an extreme scenario.
Philips is currently Mobility's sole supplier of Split Bridge(R) technology ASIC
chips. Philips is licensed to use Mobility's technology when manufacturing these
chips exclusively for them. Mobility purchases from Philips on a purchase order
basis. Molex is Mobility's sole supplier of certain system connectors for use
with its universal docking products. Mobility has exclusive use of these
connectors in computer docking applications. Mobility purchases from Molex on a
purchase order basis. Solectron is the sole manufacturer of Mobility's Split
Bridge(R) universal docking stations. In the event that its relationship with
Solectron was unexpectedly terminated or disrupted, Mobility



                                       7
<PAGE>

would have to identify and qualify an alternative supplier. This would impair
its ability to fulfill customer orders. Replacement of Solectron could take
several months to complete.

         Mobility depends upon its suppliers to deliver components that are free
from defects, competitive in functionality and cost and in compliance with its
specifications and delivery schedules. Disruption in supply, a significant
increase in the cost of one or more components, failure of a supplier to remain
competitive in functionality or price, the failure of a supplier to comply with
any of Mobility's procurement needs or the financial failure or bankruptcy of a
supplier could delay or interrupt its ability to manufacture or deliver its
products to customers on a timely basis.

         MOBILITY'S RELIANCE ON THIRD-PARTY MANUFACTURING VENDORS TO MANUFACTURE
ITS PRODUCTS MAY CAUSE A DELAY IN ITS ABILITY TO FILL ORDERS.

         Mobility relies on third-party manufacturers for assembly and
subassembly of its products. Any termination of or significant disruption in
Mobility's relationship with the third-party manufacturers of its products may
prevent Mobility from filling customer orders in a timely manner, as it
generally does not maintain large inventories of its products. Additionally,
Mobility's use of third-party manufacturers reduces control over product quality
and manufacturing yields and costs. Mobility depends upon its third-party
manufacturers to deliver products that are free from defects, competitive in
functionality and cost and in compliance with its specifications and delivery
schedules. Moreover, although arrangements with such manufacturers may contain
provisions for warranty obligations on the part of third-party manufacturers,
Mobility remains primarily responsible to its customers for warranty
obligations. Disruption in supply, a significant increase in the cost of the
assembly of its products, failure of a third-party manufacturer to remain
competitive in functionality or price, the failure of a third-party manufacturer
to comply with any of its procurement needs or the financial failure or
bankruptcy of a third-party manufacturer could delay or interrupt Mobility's
ability to manufacture or deliver its products to customers on a timely basis.

         MOBILITY'S SUCCESS DEPENDS IN PART UPON SALES TO OEMS, WHOSE
UNPREDICTABLE DEMANDS AND REQUIREMENTS MAY SUBJECT IT TO POTENTIAL ADVERSE
REVENUE FLUCTUATIONS.

         Mobility expects that it will continue to be dependent upon a limited
number of OEMs for a significant portion of its net sales in future periods,
although no OEM is presently obligated either to purchase a specified amount of
products or to provide Mobility with binding forecasts of product purchases for
any period. Mobility's products are typically one of many related products used
by portable computer users. Demand for its products is therefore subject to many
risks beyond Mobility's control, including, among others:

          -   competition faced by its OEM customers in their particular end
              markets;

          -   market acceptance of Mobility's technology and products by its OEM
              customers;

          -   technical challenges which may or may not be related to the
              components supplied by Mobility;



                                       8
<PAGE>

          -   the technical, sales and marketing and management capabilities of
              its OEM customers; and

          -   the financial and other resources of its OEM customers.

         Certain divisions within Mobility's OEM customers have developed
products intended to compete with its products. There can be no assurance that
Mobility will not lose sales in the future as a result of such competing
products. The reduction, delay or cancellation of orders from its significant
OEM customers, or the discontinuance of its products by Mobility's end users may
subject it to potential adverse revenue fluctuations.

         MOBILITY HAS IN THE PAST EXPERIENCED RETURNS OF ITS PRODUCTS, AND AS
ITS BUSINESS GROWS MAY EXPERIENCE INCREASED RETURNS, WHICH COULD HARM MOBILITY'S
REPUTATION AND NEGATIVELY IMPACT ITS OPERATING RESULTS.

         In the past, some of Mobility's customers have returned products to
Mobility because they felt that the product did not meet their expectations,
specifications and requirements. Historically, these returns have been
approximately 6% of sales. It is likely that Mobility will experience some level
of returns in the future and, as its business grows, the amount of returns may
increase despite its efforts to minimize them. Also, returns may adversely
affect Mobility's relationship with affected customers and may harm its
reputation. This could cause Mobility to lose potential customers and business
in the future. Mobility maintains a financial reserve for future returns that it
believes is adequate given its historical level of returns. If returns increase,
however, its reserve may not be sufficient and operating results could be
negatively affected.

         INTENSE COMPETITION IN THE MARKET FOR NOTEBOOK COMPUTER PRODUCTS COULD
PREVENT MOBILITY FROM INCREASING REVENUE AND SUSTAINING PROFITABILITY.

         The market for Mobility's computer products in general is intensely
competitive, subject to rapid change and sensitive to new product introductions
or enhancements and marketing efforts by industry participants. Mobility expects
to experience significant and increasing levels of competition in the future.
The principal competitive factors affecting the markets for its product
offerings include:

          -   corporate and product reputation;

          -   innovation with frequent product enhancement;

          -   breadth of integrated product line;

          -   product design, functionality and features;

          -   product quality and performance;

          -   ease-of-use;

          -   support; and

          -   price.

         Although Mobility believes that its products compete favorably with
respect to such factors, there can be no assurance that Mobility can maintain
its competitive position against



                                       9
<PAGE>

current or potential competitors, especially those with greater financial,
marketing, service, support, technical or other competitive resources.

         Mobility currently competes with the internal design efforts of both
OEMs and non-OEMs. These OEMs, as well as a number of its non-OEM competitors,
have larger technical staffs, more established and larger marketing and sales
organizations and significantly greater financial resources than Mobility does.
Mobility, however, believes that it has a proprietary position with respect to
its Split Bridge(R) technology and universal connectivity stations as well as a
number of its other products, which may pose a barrier to entry that could keep
Mobility's competitors from developing similar products or selling competing
products in its markets. There can be, however, no assurance that such
competitors will not be able to respond more quickly to new or emerging
technologies and changes in customer requirements, devote greater resources to
the development, sale and promotion of their products than Mobility does or
develop products that are superior to its products or that achieve greater
market acceptance.

         Mobility's future success will depend, in part, upon its ability to
increase sales in its targeted markets. There can be no assurance that Mobility
will be able to compete successfully with its competitors or that the
competitive pressures Mobility faces will not have a material adverse effect.
Mobility's future success will depend in large part upon its ability to increase
its share of its target market and to sell additional products and product
enhancements to existing customers. Future competition may result in price
reductions, reduced margins or decreased sales.

         IF MOBILITY IS UNABLE TO HIRE ADDITIONAL QUALIFIED PERSONNEL AS
NECESSARY OR IF IT LOSES KEY PERSONNEL, IT MAY NOT BE ABLE TO SUCCESSFULLY
MANAGE ITS BUSINESS OR ACHIEVE ITS OBJECTIVES.

         Mobility believes its future success will depend in large part upon its
ability to identify, attract and retain highly skilled managerial, engineering,
sales and marketing, finance and operations personnel. Competition for such
personnel in the computer industry is intense, and Mobility competes for such
personnel against numerous companies, including larger, more established
companies with significantly greater financial resources. There can be no
assurance Mobility will be successful in identifying, attracting and retaining
such personnel.

         Mobility's success also depends to a significant degree upon the
continued contributions of its key management, engineering, sales and marketing,
finance and manufacturing personnel, many of whom would be difficult to replace.
In particular, Mobility believes that its future success depends on Charles R.
Mollo, Chief Executive Officer and President, Joan W. Brubacher, Executive Vice
President and Chief Financial Officer, Timothy S. Jeffries, Executive Vice
President, Worldwide Sales and Services and Holmes Lundt, Executive Vice
President, Handheld Business. Mobility does not maintain key person life
insurance on any of its executive officers. Except for Messrs. Mollo and Lundt
and Ms. Brubacher, Mobility does not have employment contracts covering any of
its senior management. The loss of the services of any of its key personnel, the
inability to identify, attract or retain qualified personnel in the future or
delays in hiring required personnel could make it difficult for Mobility to
manage its business and meet key objectives, such as timely product
introductions.



                                       10
<PAGE>

         IF MOBILITY'S PRODUCTS CONTAIN UNDETECTED SOFTWARE OR HARDWARE ERRORS,
IT COULD INCUR SIGNIFICANT UNEXPECTED EXPENSES AND LOST SALES AND BE SUBJECT TO
PRODUCT LIABILITY CLAIMS.

         A number of Mobility's products are based on new technology and are
complex. As such, they may contain undetected errors or performance problems,
particularly during new or enhanced product launches. Despite product testing
prior to introduction, Mobility's products have in the past, on occasion,
contained errors that were discovered after commercial introduction. Errors or
performance problems may also be discovered in the future. Any future defects
discovered after shipment of its products could result in loss of sales, delays
in market acceptance or product returns and warranty costs. Mobility attempts to
make adequate allowance in its new product release schedule for testing of
product performance. Because of the complexity of its products, however,
Mobility's release of new products may be postponed should test results indicate
the need for redesign and retesting, or should it elect to add product
enhancements in response to customer feedback. In addition, third-party
products, upon which Mobility's products are dependent, may contain defects
which could reduce or undermine the performance of its products.

         In addition, although Mobility's sales agreements with its customers
typically contain provisions designed to limit exposure to potential product
liability claims, there can be no assurance that such limitations of liability
would be enforceable or would otherwise protect Mobility from liability for
damages to a customer resulting from a defect in one of its products. Although
Mobility maintains liability insurance covering certain damages arising from
implementation and use of its products, there can be no assurance that such
insurance would cover or be sufficient to cover any such claims sought against
Mobility.

         IF MOBILITY FAILS TO PROTECT ITS INTELLECTUAL PROPERTY, ITS BUSINESS
AND ABILITY TO COMPETE COULD SUFFER.

         Mobility's success and ability to compete are dependent upon its
internally developed technology and know-how. Mobility relies primarily on a
combination of patent protection, copyright and trademark laws, trade secrets,
nondisclosure agreements and technical measures to protect its proprietary
rights. While Mobility has certain patents and patents pending, there can be no
assurance that patents pending or future patent applications will be issued or
that if issued, such patents will not be challenged, invalidated or circumvented
or that rights granted thereunder will provide meaningful protection or other
commercial advantage to Mobility. Moreover, there can be no assurance that any
patent rights will be upheld in the future or that Mobility will be able to
preserve any of its other intellectual property rights. Mobility typically
enters into confidentiality, noncompete or invention assignment agreements with
its key employees, distributors, customers and potential customers, and limits
access to, and distribution of, its product design documentation and other
proprietary information. Additionally, Mobility believes that, due to the rapid
pace of innovation within the computer industry, the following factors represent
important protections for its technology:

          -   technological and creative skill of personnel;

          -   knowledge and experience of management;

          -   name recognition;



                                       11
<PAGE>

          -   maintenance and support of products;

          -   the ability to develop, enhance, market and acquire products and
              services; and

          -   the establishment of strategic relationships in the industry.

         There can be no assurance that Mobility's confidentiality agreements,
confidentiality procedures, noncompetition agreements or other factors will be
adequate to deter misappropriation or independent third-party development of its
technology or to prevent an unauthorized third party from obtaining or using
information that it regards as proprietary. Litigation has been, and will in the
future be, necessary to defend Mobility's intellectual property rights, which
could result in substantial cost to, and divisions of efforts by, Mobility.

         MOBILITY MAY BE SUBJECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
THAT ARE COSTLY TO DEFEND AND COULD LIMIT ITS ABILITY TO USE CERTAIN
TECHNOLOGIES IN THE FUTURE.

         The laws of some foreign countries do not protect or enforce
proprietary rights to the same extent as do the laws of the United States. In
addition, under current law, certain patent applications filed with the United
States Patent and Trademark Office before November 29, 2000 may be maintained in
secrecy until a patent is issued. Patent applications filed with the United
States Patent and Trademark Office on or after November 29, 2000, as well as
patent applications filed in foreign countries, may be published some time after
filing but prior to issuance. The right to a patent in the United States is
attributable to the first to invent, not the first to file a patent application.
Mobility cannot be sure that its products or technologies do not infringe
patents that may be granted in the future pursuant to pending patent
applications or that its products do not infringe any patents or proprietary
rights of third parties. In the event that any relevant claims of third-party
patents are upheld as valid and enforceable, Mobility could be prevented from
selling its products or could be required to obtain licenses from the owners of
such patents or be required to redesign its products to avoid infringement.
There can be no assurance that such licenses would be available or, if
available, would be on terms acceptable to it or that Mobility would be
successful in any attempts to redesign its products or processes to avoid
infringement. Mobility's failure to obtain these licenses or to redesign its
products would have a material adverse effect on its business.

         There can be no assurance that Mobility's competitors will not
independently develop technology similar to existing proprietary rights of
others. Mobility expects that its products will increasingly be subject to
infringement claims as the number of products and competitors in its industry
segment grows and the functionality of products in different industry segments
overlaps. There can be no assurance that third parties will not assert
infringement claims against Mobility in the future or, if infringement claims
are asserted, that such claims will be resolved in Mobility's favor. Any such
claims, with or without merit, could be time-consuming, result in costly
litigation, cause product shipment delays or require Mobility to enter into
royalty or licensing agreements. Such royalty or licensing agreements, if
required, may not be available on terms favorable to Mobility, if at all. In
addition, litigation may be necessary in the future to protect Mobility's trade
secrets or other intellectual property rights, or to determine the validity and
scope of the proprietary rights of others. Such litigation could result in
substantial costs and diversion of resources.



                                       12
<PAGE>

         MOBILITY'S ABILITY TO INCREASE INTERNATIONAL SALES AND MANAGE ITS
INTERNATIONAL OPERATIONS IS SUBJECT TO A NUMBER OF RISKS BEYOND ITS CONTROL.

         Mobility's success will depend, in part, on additional expansion of its
sales in foreign markets. Mobility currently sells products in Europe through
its United Kingdom subsidiary. Mobility intends to expand into other foreign
markets. Mobility's failure to expand international sales in a timely and
cost-effective manner could have a material adverse effect. In addition, there
can be no assurance Mobility will be able to maintain or increase international
market demand for its products. Mobility's international business involves a
number of risks, including:

          -   the impact of possible recessionary environments in foreign
              economies;

          -   political and economic instability;

          -   exchange rate fluctuations;

          -   longer receivable collection periods and greater difficulty in
              accounts receivable collection from distributors and customers;

          -   difficulty in managing distributors or sales representatives;

          -   increased sales and marketing expense;

          -   difficulty in staffing foreign operations;

          -   unexpected changes in regulatory requirements;

          -   reduced or limited protection for intellectual property rights;

          -   export restrictions and availability of export licenses;

          -   tariffs and other trade barriers;

          -   seasonal reduction in business activities;

          -   complex foreign laws and treaties including employment laws; and

          -   potentially adverse tax consequences.

         Mobility's international sales are priced in both U.S. dollars and in
foreign currency, each of which presents certain risks and uncertainties.
Currency exchange fluctuations could have a material adverse effect on
Mobility's sales denominated in U.S. currency as a decrease in the value of
foreign currencies relative to the U.S. dollar could make its pricing more
expensive than, or non-competitive with, products priced in local currencies.
Additionally, due to the number of foreign currencies involved in Mobility's
International sales and the volatility of foreign currency exchange rates,
Mobility cannot predict the effect of exchange rate fluctuations with respect to
such sales on future operating results. Mobility has not engaged in hedging
transactions with respect to its net foreign currency exposure. To the extent
Mobility implements hedging activities in the future with respect to foreign
currency transactions, there can be no assurance that it will be successful in
such hedging activities.

         Moreover, certain of Mobility's customer purchase agreements are
governed by foreign laws, which may differ significantly from U.S. laws.
Therefore, Mobility may be limited in its ability to enforce its rights under
such agreements and to collect amounts owed to Mobility



                                       13
<PAGE>

should any customer refuse to pay such amounts. In addition, Mobility is subject
to the Foreign Corrupt Practices Act which may place it at a competitive
disadvantage with respect to foreign companies that are not subject to that act.

         MOBILITY'S EXECUTIVE OFFICERS AND DIRECTORS HAVE SUBSTANTIAL CONTROL
OVER ITS BUSINESS WHICH COULD DELAY OR PREVENT A MERGER OR OTHER CHANGE IN
CONTROL.

         Mobility's principal stockholders, executive officers, directors and
affiliated individuals and entities together beneficially own approximately 14%
of the outstanding shares of common stock as of December 31, 2002. As a result,
these stockholders, acting together, may be able to influence significantly and
possibly control most matters requiring approval by its stockholders, including
approvals of:

          -   amendments to its certificate of incorporation;

          -   mergers;

          -   sale of all or substantially all of its assets;

          -   going private transactions; and

          -   other fundamental transactions.

         In addition, Mobility's certificate of incorporation does not provide
for cumulative voting with respect to the election of directors. Consequently,
Mobility's present directors, executive officers, principal stockholders and its
respective affiliates may be able to control the election of the members of the
board of directors. Such a concentration of ownership could have an adverse
effect on the price of the common stock, and may have the effect of delaying or
preventing a change in control, including transactions in which stockholders
might otherwise receive a premium for their shares over then current market
prices.

         Some provisions of Mobility's charter documents may have anti-takeover
effects that could discourage a change in control and reduce the market price of
its common stock.

         Some provisions of Mobility's certificate of incorporation and bylaws
could make it more difficult for a third party to acquire Mobility even if a
change of control would be beneficial to its stockholders. These provisions
include:

          -   authorizing the issuance of preferred stock without common
              stockholder approval;

          -   prohibiting cumulative voting in the election of directors; and

          -   limiting the persons who may call special meetings of
              stockholders.

         MOBILITY'S STOCK PRICE MAY BE EXTREMELY VOLATILE AND YOU MAY LOSE PART
OR ALL OF THE VALUE OF YOUR SHARES.

         Equity markets, particularly the market for technology companies, have
recently experienced significant price and volume fluctuations that are
unrelated to the operating performance of individual companies. These broad
market fluctuations may cause the market price of Mobility's common stock to
decline. In addition, the market price of Mobility's common stock is likely to
be highly volatile. In the past, securities class action litigation has often
been instituted against companies following periods of volatility in the market
price of their securities.



                                       14
<PAGE>

This litigation could result in substantial costs and a diversion of
management's attention and resources.

         Significant fluctuations in the market price of Mobility's common stock
could be caused by a number of factors, including:

          -   actual or anticipated fluctuations in its operating results;

          -   changes in expectations as to its future financial performance;

          -   changes in financial estimates of securities analysts;

          -   changes in market valuations of other technology companies;

          -   announcements by Mobility or its competitors of significant
              technical innovations, design wins, contracts, standards or
              acquisitions; and

          -   the operating and stock price performance of other comparable
              companies.

         Due to these factors, the value of your investment in Mobility common
stock could be reduced. These market fluctuations may cause its stock price to
decline regardless of Mobility's performance.

         IF MOBILITY IS UNABLE TO MAINTAIN A NASDAQ NATIONAL MARKET LISTING OR A
NASDAQ SMALLCAP MARKET LISTING, ITS COMMON STOCK MAY BECOME EVEN MORE ILLIQUID
AND THE VALUE OF ITS SECURITIES MAY DECLINE FURTHER.

         Mobility received a letter, dated November 1, 2002, from The Nasdaq
Stock Market, Inc., notifying Mobility of its failure to meet Nasdaq's minimum
bid price requirements. The letter stated that if Mobility did not comply with
Nasdaq's listing requirements by January 30, 2003, Mobility would be provided
written notification that its common stock would be delisted from the Nasdaq
National Market. The letter further stated that Mobility may apply for transfer
of its common stock listing to The Nasdaq SmallCap Market. To transfer, it must
satisfy the continued inclusion requirements for the SmallCap Market (with the
exception of the $1.00 minimum bid requirement), which it currently satisfies.

         On January 31, 2003 Mobility submitted a transfer application and paid
the applicable listing fee, which will stay the initiation of the delisting
proceedings pending Nasdaq's review of the transfer application. If the transfer
application is approved, Mobility will be afforded the remainder of the 180
calendar day SmallCap Market grace period, which would extend the period to
comply to April 30, 2003. Mobility may also be eligible for an additional 180
calendar day grace period provided Mobility meets the initial listing criteria
for the SmallCap Market under Nasdaq's Marketplace Rule 4310(c)(2)(A) with the
exception of the $1.00 minimum bid requirement.

         If Mobility continues to fail to meet both the Nasdaq National Market's
and SmallCap Market's continued listing requirements, and does not take other
corrective actions (e.g., reverse stock split) within the above time periods,
then Nasdaq will delist Mobility's common stock. If this occurs, its common
stock will likely trade in the over-the-counter market in the so-called "pink
sheets" maintained by Pink Sheets LLC or on the National Association of
Securities Dealers' OTC Bulletin Board. Such alternative trading markets are
generally considered less liquid and efficient than Nasdaq. Reduced liquidity
may reduce the value of Mobility's common stock and limit its ability to
generate additional funding, should that become necessary.



                                       15


<PAGE>
                              AVAILABLE INFORMATION

         Mobility is subject to the informational requirements of the Securities
Exchange Act of 1934, the Exchange Act, and in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information filed by
Mobility Electronics with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549; at the Commission's Midwest Regional
office located at 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604;
and at the Commission's North East Regional office located at 233 Broadway, New
York, New York 10279. Copies of such material may also be obtained at prescribed
rates from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. Information regarding the
operation of the public reference room may be obtained by calling the SEC at
1-800-SEC-0330. Additionally, the Commission maintains a website
(http://www.sec.gov) that contains reports, proxy statements and information
statements and other information regarding registrants that file electronically
with the Commission. We are a publicly held corporation and our Common Stock is
traded on Nasdaq under the symbol "MOBE."

         We intend to furnish our stockholders with annual reports containing
audited financial statements and such other periodic reports as we may determine
to furnish or as may be required by law.

         We have filed with the Commission in Washington, D.C., a Registration
Statement on Form S-8 (together with all exhibits thereto, the "Registration
Statement") in connection with the offer and sale of the Common Stock offered
hereby under the Securities Act. This Prospectus does not contain all of the
information set forth or incorporated by reference in the Registration Statement
and the exhibits thereto. For further information with respect to Mobility
Electronics and the Common Stock, reference is made to the Registration
Statement and the exhibits thereto. Copies of the Registration Statement are
available from the Commission. Statements contained in this Prospectus
concerning the provisions of documents filed with the Registration Statement are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.

         Our principal executive offices are located at 17800 N. Perimeter
Drive, Suite 200 Scottsdale, Arizona 85255, telephone number (480) 596-0061.
Unless otherwise indicated in this prospectus, references to "Mobility," "us,"
"we" and "our" refer to Mobility Electronics, Inc. and our predecessor,
Electronics Accessory Specialists International, L.L.C. Our website is located
at www.mobilityelectronics.com. The information contained on our website does
not constitute part of this prospectus.



                                       16

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, which have been filed with the Commission by
Mobility, are incorporated herein by reference and made a part hereof:

         (i) Annual Report of Mobility on Form 10-K for the year ended December
         31, 2001, as amended by Form 10-K/A filed with the Commission on July
         9, 2002;

         (ii) Mobility's quarterly report on Form 10-Q for the quarter ended
         March 31, 2002, as amended by Form 10-Q/A filed with the Commission on
         July 9, 2002, and Mobility's quarterly reports on Form 10-Q for the
         quarters ended June 30, 2002 and September 30, 2002;

         (iii) Mobility's Form 8-K filed September 17, 2002, as amended by Form
         8-K/A filed November 18, 2002, Form 8-K filed January 21, 2003 and
         Form 8-K filed February 3, 2003;

         (iv) Description of the Common Stock contained in Mobility's
         Registration Statement on Form S-1 (No. 333-30264), effective as of
         June 30, 2000 and Registration Statement on Form 8-A (No. 000-30907);

         (v) The final prospectus included in Mobility's Registration Statement
         on Form S-4 (No. 333-88078) effective as of August 6, 2002;

         (vi) Mobility's Registration Statement on Form S-8 (No. 333-47210),
         filed on October 3, 2000.

         All documents filed by Mobility pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

         Mobility will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Written or telephone requests for such
documents should be directed to Joan W. Brubacher, Chief Financial Officer and
Executive Vice President, 17800 N. Perimeter Drive, Suite 200, Scottsdale,
Arizona 85255, telephone number (480) 596-0061.



                                       17
<PAGE>

                                   THE COMPANY

         Mobility Electronics, Inc. designs, develops and markets power,
connectivity, and accessory products and solutions for the mobile computing
user. This includes (1) universal docking products and remote peripheral
component interface, or PCI bus, technology and products using our proprietary
PCI expansion and Split Bridge(R) technologies, (2) batteries and various AC and
DC power adapters which allow the user to power a notebook computer in an
office, a home, a car, an airplane, or a boat, (3) a variety of cradle and
connectivity products for handheld devices, and (4) a variety of accessories for
portable computers such as monitor stands, travel adapters, and the like. To
date, our revenues have come predominantly from monitor stands, handheld
connectivity products, in air/in car chargers and expansion products. We expect
revenues from those products to continue and also expect to see increasing
revenues primarily from current and new power and handheld products and
solutions as we further expand our markets and distribution channels for these
products.

         We possess a broad range of internally developed intellectual property
with numerous patents, patents pending, license agreements and strategic
relationships with industry leaders such as Cybex Computer Products Corporation,
LSI Logic Corporation, Molex Incorporated, National Instruments Corporation, 2C
Computing, Inc. and Philips Semiconductors, Inc. Our subsidiaries include MAGMA,
Inc. which focuses on expansion products, Portsmith, Inc., which focuses on the
handheld market, Cutting Edge Software, Inc., which develops, markets and
supports software solutions for the mobile professional and enterprises, and iGo
Direct Corporation, which is a leading mobile computer solution provider.
Mobility markets its products through a worldwide network of OEMs, distributors,
resellers, retail channels and direct catalog and e-commerce channels.

         In February 2002, we acquired Portsmith, Inc., an industry leader in
providing connectivity solutions for handheld computing devices. This
acquisition provides us with an entrance into the rapidly growing handheld
computing device market and reinforces our focus on delivering powerful mobile
computing solutions. Portsmith currently provides a range of Ethernet, modem,
and other connectivity products for the most popular handheld devices such as
Palm, Handspring Visor, Compaq IPAQ, and other mainstream PDA products, and
intends to undertake a number of important product development programs that
expand on these solutions.

         In August 2002, we acquired Cutting Edge Software, Inc., which
develops, markets and supports software solutions for the mobile professional
and enterprises. Cutting Edge's patent-pending Conference & Collaboration
Platform enables peer-to-peer wireless application conferencing between
handhelds, desktops and servers. Cutting Edge's Palm OS products, Quickoffice,
Quicksheet and Quickword, have won numerous industry awards, including Best
Office Suite and Best Spreadsheet in Handheld Computing Magazine's "Best Palm
Powered Products of 2001" awards.

         In September 2002, we acquired iGo Corporation, now known as iGo Direct
Corporation, a leading mobile computer solution provider. iGo Direct Corporation
is a leading business-to-business developer and direct channel marketer of
mobile computing accessories including batteries, adapters and chargers for
notebooks, cell phones and handheld devices. iGo's products



                                       18
<PAGE>

address the needs of mobile professionals and corporations with mobile
workforces that demand solutions to keep them powered up and connected. iGo
sells its products to its customers, which include more than half of the FORTUNE
500 companies, through its call center which can be reached via a toll-free
number (1-800-DIAL-IGO), through its award-winning Website (www.igo.com), and
through dedicated corporate account teams. iGo's industry leading alliances and
business partners include companies such as Acer, IBM and NEC.

         We were formed as a limited liability company under the laws of the
State of Delaware in May 1995, and were converted to a Delaware corporation by a
merger effected in August 1996, in which we were the surviving entity. We
changed our name from "Electronics Accessory Specialists International, Inc." to
"Mobility Electronics, Inc." on July 23, 1998. Our principal executive offices
are located at 17800 N. Perimeter Drive, Suite 200, Scottsdale, Arizona 85255,
and our telephone number is (480) 596-0061. Unless otherwise indicated in this
proxy statement/prospectus, references to "Mobility," "us,", "we" and "our"
refer to Mobility Electronics, Inc. and shall include our predecessor,
Electronics Accessory Specialists International, L.L.C.



                                       19
<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements constitute "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual results, performance or achievements
of the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:

          -   loss of, and failure to replace, any significant customers;

          -   timing and success of new product introductions;

          -   product developments, introductions and pricing of competitors;

          -   timing of substantial customer orders;

          -   availability of qualified personnel;

          -   performance of suppliers and subcontractors;

          -   market demand and industry and general economic or business
              conditions;

          -   the "Risk Factors" set forth herein; and

          -   other factors to which this prospectus refers.

         Additionally, we do not undertake any responsibility to update you on
the occurrence of unanticipated events which may cause actual results to differ
from those expressed or implied by these forward-looking statements.



                                       20
<PAGE>

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the Common Stock
hereby.



                              SELLING STOCKHOLDERS

         The following table sets forth the name and relationship with us, if
any, of certain of the selling stockholders (the "Selling Stockholders") and (i)
the number of shares of common stock beneficially owned by the Selling
Stockholders, (ii) the maximum number of shares of common stock which may be
offered for the account of the Selling Stockholders under this prospectus and
(iii) the amount and percentage of common stock that would be owned by the
Selling Stockholders after completion of the offering, assuming a sale of all of
the common stock which may be offered hereunder. The information set forth below
is based upon written documentation submitted to the Company by the selling
stockholders and updated in accordance with the Company's records through
January 17, 2003. Except as otherwise noted below, the Selling Stockholders have
not, within the past three years, had any position, office or other material
relationship with us.

         Beneficial ownership is determined under the rules of the Securities
and Exchange Commission. The number of shares beneficially owned by a person
includes shares of common stock subject to options held by that person that are
currently exercisable or exercisable within 60 days of January 17, 2003. The
shares issuable under these options are treated as if outstanding for computing
the percentage ownership of the person holding these options but are not treated
as if outstanding for the purposes of computing the percentage ownership of any
other person.

<Table>
<Caption>
                                                          SHARES                           SHARES
                                                      BENEFICIALLY(1)                  BENEFICIALLY(1)   PERCENTAGE
                                 RELATIONSHIP TO       OWNED BEFORE        SHARES        OWNED AFTER     OWNED AFTER
NAME                           MOBILITY ELECTRONICS     OFFERING(2)      OFFERED(3)      OFFERING(4)     OFFERING(2)
<S>                           <C>                     <C>                <C>           <C>               <C>
Charles R. Mollo(5)(6)        President, Chief
                              Executive Officer and         2,243,654          38,526     2,205,128         9.6%
                              Chairman of the Board

Jeffrey R. Harris(5)(7)       Director                      1,619,296          57,000     1,575,671         6.9%

Larry M. Carr(8)              Director                        278,988          55,000       239,613         1.1%

Jeffrey S. Doss(5)(9)         Executive Vice                  398,692          21,540       377,152         1.7%
                              President and Director

Joan W. Brubacher(5)(10)      Executive Vice
                              President and Chief             105,683          90,951        67,293           *
                              Financial Officer

Robert P. Dilworth(5)(11)     Director                         78,000          62,000        16,000           *

William O. Hunt(5)(12)        Director                        170,976          55,000        115,976          *
</Table>



                                       21
<PAGE>

<Table>

<S>                           <C>                     <C>                <C>           <C>               <C>
Jerre L. Stead(13)            Director                        245,345         107,500      163,470            *

Timothy S. Jeffries(5)(14)    Executive Vice
                              President, Worldwide             85,864          90,000       67,293            *
                              Sales and Services

Holmes Lundt(15)              Executive Vice
                              President, Handheld             254,353          40,000      254,353          1.1%
                              Business
</Table>

----------------
*        Indicates shares held are less than 1% of class

(1)      "Beneficially" owned shares, as defined by the SEC, are those shares as
         to which a person has voting or dispositive power, or both.
         "Beneficial" ownership does not necessarily mean that the named person
         is entitled to receive the dividends on, or the proceeds from the sale
         of, the shares.

(2)      For purposes of calculating the number of shares beneficially owned by
         a stockholder and the percentage ownership of that shareholder, shares
         of common stock underlying convertible securities that are currently
         exercisable or exercisable within 60 days of January 17, 2003 by that
         shareholder are deemed outstanding. For purposes of this registration,
         shares of common stock underlying shares of Mobility's outstanding
         Series C Preferred Stock are assumed to be converted based on a
         conversion factor of 1-to-1.0657. Percentage ownership is based on
         20,375,738 shares of common stock outstanding as of January 17, 2003.

(3)      Includes shares underlying options that may not be exercisable within
         60 days of January 17, 2003.

(4)      Assumes the sale of all shares offered by the Selling Shareholders,
         some of which may not be included in the calculation of Shares
         Beneficially Owned Before Offering as they may not currently be
         "beneficially" owned as defined by the SEC.

(5)      The address for Messrs. Mollo, Harris, Doss, Dilworth, Jeffries and
         Hunt and Ms. Brubacher is 17800 N. Perimeter Drive, Suite 200,
         Scottsdale, Arizona 85255.

(6)      Includes 12,500 shares held as joint tenants with right of survivorship
         with Ms. Janice Mollo; 8,000 shares held in Mr. Mollo's Revocable
         Trust; 9,600 shares held by Guarantee & Trust Company as trustee for
         the benefit of New Vistas Investment Corporation PSP for the benefit of
         Mr. Mollo; 4,900 shares held by Guarantee & Trust Company as trustee
         for the benefit of New Vistas Investment Corporation Pension Plan for
         the benefit of Mr. Mollo; 21,800 shares held by Guarantee & Trust
         Company as trustee for the benefit of Mr. Mollo's IRA; 117,647 shares
         that may be received upon the conversion of 117,647 shares of Series F
         preferred stock held as joint tenants with right of survivorship with
         Ms. Janice Mollo; 116,047 shares owned by Mollo Family LLC of which Mr.
         Mollo owns 10% and is a manager; 379,062 shares owned by New Vistas
         Investment Corporation of which the CRM-088 Trust owns approximately
         43% -- Mr. Mollo is the family trustee and 100% beneficiary of such
         trust; 238,827 shares owned by New Horizons Enterprises of which the
         CRM-008 Trust owns 49%; 231,864 shares owned by La Luz Enterprises,
         L.L.C., of which CRM-008 Trust is the 100% owner; 9,041 shares held at
         Delaware Trust FBO Charles R. Mollo; 35,000 shares held in the John R.
         Harris and Timothy D. Harris Irrevocable Trust of which Mr. Mollo is
         trustee; 34,636 shares that may be received upon the conversion of
         32,501 shares of Series C preferred stock owned by La Luz Enterprises,
         L.L.C.; 151,642 shares that may be received upon the conversion of
         142,293 shares of Series C preferred stock owned by New Vistas
         Investment Corporation; 58,823 shares that may be received upon the
         conversion of 58,823 shares of Series F preferred stock owned by the
         CRM-008 Trust; 264,705 shares that may be received upon the conversion
         of 264,705 shares of Series F preferred stock owned by New Vistas
         Investment Corporation; 117,647 shares that may be received upon the
         conversion of 117,647 shares of Series F preferred stock owned by New
         Horizons Enterprises; 55,294 shares that may be purchased upon the
         exercise of warrants held as joint tenants with right of survivorship
         with Ms. Janice Mollo; 16,823 shares that may be purchased upon the
         exercise of warrants owned by Mollo Family LLC; 146,421 shares that may
         be purchased upon the exercise of warrants owned by New Vistas
         Investment Corporation; 55,294 shares that may be purchased upon the
         exercise of warrants owned by New Horizons Enterprises; 27,647 shares
         that may be purchased upon the exercise of warrants owned by the
         CRM-008 Trust; and 130,434 shares that may be purchased upon the
         exercise of options granted under the 1996 Plan. Mr. Mollo is married
         to Ms. Breeze-Mollo, however, all shares owned by Ms. Breeze-Mollo are
         held as separate property and Mr. Mollo has no beneficial ownership
         rights thereto, and disclaims beneficial ownership of the shares owned
         by Ms. Breeze-Mollo.



                                       22
<PAGE>

(7)      Includes 60,578 shares owned by Harris Family LLC of which Mr. Harris
         owns 10% and is a manager; 6,742 shares held at Delaware Trust FBO
         Jeffrey R. Harris; 379,062 shares owned by New Vistas Investment
         Corporation of which Mr. Harris owns approximately 20% and is a
         director; 238,827 shares owned by New Horizons Enterprises of which Mr.
         Harris owns 26% and is a director; 17,761 shares that may be received
         upon the conversion of 16,666 shares of Series C preferred stock owned
         directly by Mr. Harris; 4,442 shares that may be received upon
         conversion of 4,168 shares of Series C preferred stock held at Delaware
         Trust FBO Jeffrey R. Harris; 151,642 shares that may be received upon
         the conversion of 142,293 shares of Series C preferred stock owned by
         New Vistas Investment Corporation; 58,823 shares that may be received
         upon conversion of 58,823 shares of Series F preferred stock owned
         directly by Mr. Harris; 264,705 shares that may be received upon
         conversion of 264,705 shares of Series F preferred stock owned by New
         Vistas Investment Corporation; 117,647 shares that may be received upon
         conversion of 117,647 shares of Series F preferred stock owned by New
         Horizons Enterprises; 27,647 shares that may be purchased upon the
         exercise of warrants owned directly by Mr. Harris; 9,677 shares that
         may be purchased upon the exercise of warrants owned by Harris Family
         LLC; 146,421 shares that may be purchased upon the exercise of warrants
         owned by New Vistas Investment Corporation; 55,294 shares that may be
         purchased upon the exercise of warrants owned by New Horizons
         Enterprises; and 43,625 shares that may be purchased upon the exercise
         of options granted under the 1996 Plan.

(8)      Includes 140,149 shares held by OHA Financial, Inc., of which Mr. Carr
         is a director and majority-stockholder; 16,700 shares held with Ms.
         Sharon Carr as tenants in common; 29,411 shares that may be received
         upon conversion of 29,411 shares of Series F preferred stock owned
         directly by Mr. Carr; 13,823 shares that may be purchased upon the
         exercise of warrants owned directly by Mr. Carr; and 39,375 shares that
         may be purchased by Mr. Carr upon the exercise of options granted under
         the 1996 Plan. The address for Mr. Carr is 2619 Hemingway Drive,
         Arlington, Texas 76006.

(9)      Includes 5,000 shares owned by Nolton Doss International, Inc. of which
         Mr. Doss owns 50% and is a director; 53,285 shares that may be received
         upon the conversion of 50,000 shares of Series C preferred stock owned
         directly by Mr. Doss; 10,514 shares that may be purchased upon the
         exercise of warrants owned directly by Mr. Doss; and 125,910 shares
         that may be purchased upon the exercise of options granted under the
         1996 Plan.

(10)     Includes 11,764 shares that may be received upon the conversion of
         11,764 shares of Series F preferred stock owned directly by Ms.
         Brubacher; 5,529 shares that may be purchased upon the exercise of
         warrants owned directly by Ms. Brubacher; and 38,390 shares that may be
         purchased upon the exercise of options granted under the 1996 Plan.

(11)     Consists of 78,000 shares that may be purchased by Mr. Dilworth upon
         the exercise of options granted under the 1996 Plan.

(12)     Includes 100,001 shares owned by B&G Partners Limited of which Mr. Hunt
         has a 100% interest; 4,100 shares owned by BCG Partnership, Ltd. of
         which Mr. Hunt has a 51% interest; and 66,875 shares that may be
         purchased upon the exercise of options granted under the 1996 Plan.

(13)     Includes 58,823 shares that may be received upon the conversion of
         58,823 shares of Series F preferred stock owned directly by Mr. Stead;
         27,647 shares that may be purchased upon the exercise of warrants owned
         directly by Mr. Stead; and 81,875 shares that may be purchased by Mr.
         Stead upon the exercise of options granted under the 1996 Plan. The
         address for Mr. Stead is 10040 E. Happy Valley Road, 674 Desert
         Highlands, Scottsdale, Arizona 85255.

(14)     Includes 11,764 shares that may be received upon the conversion of
         11,764 shares of Series F preferred stock owned directly by Mr.
         Jeffries; 5,529 shares that may be purchased upon the exercise of
         warrants owned directly by Mr. Jeffries; and 18,571 shares that may be
         purchased by Mr. Jeffries upon the exercise of options granted under
         the 1996 Plan.

(15)     The address for Mr. Lundt is 960 Broadway, Suite 300, Boise, Idaho
         83706.



                              PLAN OF DISTRIBUTION

         The shares of common stock offered by this prospectus may be sold by
the Selling Stockholders or their transferees from time to time in:



                                       23
<PAGE>

         -    transactions in the over-the-counter market, the Nasdaq National
              Market, or on one or more exchanges;

         -    negotiated transactions;

         -    underwritten offerings; or

         -    a combination of these methods of sale.

         The Selling Stockholders may sell the shares of our common stock at:

         -    fixed prices which may be changed;

         -    market prices prevailing at the time of sale;

         -    prices related to prevailing market prices; or

         -    negotiated prices.

DIRECT SALES, AGENTS, DEALERS AND UNDERWRITERS

         The Selling Stockholders or their transferees may effect transactions
by selling the shares of common stock in any of the following ways:

         -    directly to purchasers; or

         -    to or through agents, dealers or underwriters designated from time
              to time.

         Agents, dealers or underwriters may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of shares for whom they act as agent or to whom they sell
as principals, or both. The Selling Stockholders and any agents, dealers or
underwriters that act in connection with the sale of shares might be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any discount or commission received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts or commissions
under the Securities Act.

SUPPLEMENTS

         To the extent required, we will set forth in a supplement to this
prospectus filed with the SEC the number of shares to be sold, the purchase
price and public offering price, any new Selling Stockholders, the name or names
of any agent, dealer or underwriter, and any applicable commissions or discounts
with respect to a particular offering.

STATE SECURITIES LAW

         Under the securities laws of some states, the Selling Stockholders may
only sell the shares in those states through registered or licensed brokers or
dealers. In addition, in some states the Selling Stockholders may not sell the
shares unless they have been registered or qualified for sale in that state or
an exemption from registration or qualification is available and is satisfied.

EXPENSES, INDEMNIFICATION

         We will not receive any of the proceeds from the sale of the shares of
common stock sold by the Selling Stockholders and will bear all expenses related
to the registration of this offering but will not pay for any underwriting
commissions, fees or discounts, if any. We will indemnify



                                       24
<PAGE>

the Selling Stockholders against some civil liabilities, including some
liabilities which may arise under the Securities Act.

         In the event of a material change in the plan of distribution disclosed
in this Prospectus, the Selling Stockholders will not be able to effect
transactions in the Shares pursuant to this Prospectus until such time as a
post-effective amendment to the Registration Statement is filed with, and
declared effective by, the Commission.


                   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

DELAWARE GENERAL CORPORATION LAW

         Mobility has authority under Section 145 of the Delaware General
Corporation Law ("DGCL") to indemnify its directors and officers to the extent
provided for in such statute. Mobility's Amended and Restated Certificate of
Incorporation provides for indemnification of the Registrant's officers and
directors to the extent permitted under the Delaware General Corporation Law.

CERTIFICATE OF INCORPORATION

         The Certificate of Incorporation of Mobility provides that a director
of Mobility shall not be personally liable to mobility or its stockholders for
monetary damages for breach of fiduciary duty as a director, except as limited
by the DGCL. If the DGCL is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
Mobility, in addition to the limitation on personal liability described above,
shall be limited to the fullest extent permitted by the amended DGCL. Further,
any repeal or modification of such provision of the Certificate of Incorporation
by the stockholders of Mobility shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of
Mobility existing at the time of such repeal or modification.

BYLAWS

         The Bylaws of Mobility provide that we (i) shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by reason of the fact that such person is or
was a director or officer of Mobility, or is or was serving at our request as a
director or officer of another corporation, partnership, joint venture, trust,
other enterprises or employee benefit plan and (ii) upon a determination by the
Board of Directors that indemnification is appropriate, Mobility may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by reason of the fact that such
person is or was an employee or agent of Mobility or at Mobility's request was
serving as an employee or agent of any other corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan, in the case of (i)
and (ii) against reasonable expenses (including attorneys' fees), judgments,
fines, penalties, amounts paid in settlement and other liabilities actually and
reasonably incurred by such person in connection with such action or suit if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of Mobility, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. However, in an action or suit by or in the right of
Mobility to procure a judgment in its favor, no indemnification shall be



                                       25
<PAGE>

made in respect of any claim as to which such person shall have been adjudged to
be liable to Mobility unless and only to the extent that a court of appropriate
jurisdiction shall determine that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity of such expenses which the court shall deem proper. Any
indemnification shall be made by Mobility upon a determination that
indemnification of such person is proper in the circumstances because he has met
the applicable standard of conduct set forth above. Expenses incurred by a
person who is or was a director or officer of Mobility in defending such actions
or suits shall be paid by Mobility at reasonable intervals in advance of the
final disposition of such action or suit upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by Mobility. In addition,
Mobility shall pay or reimburse expenses incurred by any person who is or was a
director or officer of Mobility in connection with such person's appearance as a
witness or other participant in a proceeding in which such person or Mobility is
not a named party to such proceeding, provided that such appearance or
participation is on behalf of Mobility or by reason of his past or present
capacity as a director or officer of Mobility. Mobility intends these provisions
to provide indemnification for appropriate persons to the fullest extent
permitted by law.

INDEMNITY AGREEMENTS

         Mobility has entered into Indemnity Agreements with each of its
directors and executive officers. Pursuant to such agreements, Mobility will, to
the extent permitted by applicable law, indemnify such persons against all
expenses, judgments fines and penalties incurred in connection with the defense
or settlement of any actions brought against them by reason of the fact that
they were directors or officers of Mobility or assumed certain responsibilities
at the direction of Mobility.

COMMISSION POSITION ON INDEMNIFICATION

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, Mobility has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Mobility of expenses incurred or paid by
a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                  LEGAL MATTERS

         The validity of the issuance of the shares of common stock offered by
this prospectus will be passed upon for us by Jackson Walker L.L.P. Richard F.
Dahlson, a partner of Jackson Walker, is Secretary of Mobility. As of the date
of this prospectus, Jackson Walker L.L.P. owns



                                       26
<PAGE>

571,428 shares of common stock and Mr. Dahlson owns 199,864 shares of common
stock; 21,166 shares of Mobility's Series C preferred stock; and warrants to
purchase an additional 4,139 shares of common stock.


                                     EXPERTS

         The consolidated financial statements of Mobility Electronics, Inc. and
subsidiaries as of December 31, 2001 and 2000 and for each of the years in the
three-year period ended December 31, 2001, have been incorporated by reference
herein and in the registration statement filed in connection with this offering
in reliance upon the report of KPMG LLP, independent auditors, incorporated by
reference herein and upon the authority of said firm as experts in accounting
and auditing.

         The consolidated financial statements of iGo Corporation and
subsidiaries as of December 31, 2001 and 2000 and for each of the years in the
three-year period ended December 31, 2001, incorporated in this prospectus by
reference from the Current Report on Form 8-K/A of Mobility Electronics, Inc.
filed with the Securities and Exchange Commission on November 18, 2002, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated by reference herein (which report expresses an
unqualified opinion and includes a going concern uncertainty explanatory
paragraph and an explanatory paragraph that states that iGo Corporation's 2001
consolidated financial statements have been restated), and have been so
incorporated in reliance upon the report of such firm given upon the authority
as experts in accounting and auditing.



                                       27
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8. EXHIBITS.

         The following is a list of all exhibits filed as a part of this
Registration Statement, including those incorporated herein by reference.

<Table>
<Caption>
   EXHIBIT
   NUMBER                            DESCRIPTION OF EXHIBIT
   -------                           ----------------------
<S>             <C>
     5.1        Opinion of Jackson & Walker, L.L.P.

     23.1       Consent of KPMG LLP

     23.2       Consent of Deloitte & Touche LLP

     23.3       Consent of Jackson & Walker, L.L.P. (included in the opinion of
                Jackson & Walker, L.L.P. filed as Exhibit 5).

      24        Power of Attorney (included in Part II hereof).

     99.1       Mobility Electronics, Inc. Amended and Restated 1996 Long Term
                Incentive Plan effective as of May 22, 2002.
</Table>

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


                                      II-1
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Scottsdale, State of Arizona, on the 4th of February,
2003.


                                          MOBILITY ELECTRONICS, INC.

                                          By: /s/ JOAN W. BRUBACHER
                                             -----------------------------------
                                          Joan W. Brubacher, Executive Vice
                                          President and Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby appoints Charles R.
Mollo and Joan W. Brubacher, and each of them, each of whom may act without
joinder of the other, as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to execute in the name of each such person
who is then an officer or director of the Registrant, and to file any amendments
(including post-effective amendments) to this Registration Statement and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act of 1933, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing appropriate or necessary to be done, as fully and
for all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.


                                      II-2
<PAGE>


         Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
             SIGNATURES                                      TITLE                               DATE
             ----------                                      -----                               ----
<S>                                   <C>                                                  <C>
                                      President, Chief Executive Officer and Chairman of
/s/ Charles R. Mollo                  the Board (Principal Executive Officer)              February 3, 2003
------------------------------------
         Charles R. Mollo

                                      Chief Financial Officer and Executive Vice
                                      President (Principal Financial and Accounting
/s/ Joan W. Brubacher                 Officer)                                             February 3, 2003
------------------------------------
         Joan W. Brubacher

/s/ Robert P. Dilworth                Director                                             February 3, 2003
------------------------------------
         Robert P. Dilworth

/s/ William O. Hunt                   Director                                             February 3, 2003
------------------------------------
          William O. Hunt

/s/ Jerre L.Stead                     Director                                             February 3, 2003
------------------------------------
           Jerre L.Stead

/s/ Jeffrey R. Harris                 Director                                             February 3, 2003
------------------------------------
         Jeffrey R. Harris

/s/ Larry M. Carr                     Director                                             February 3, 2003
------------------------------------
           Larry M. Carr
</Table>


                                      II-3
<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>
   EXHIBIT
   NUMBER                            DESCRIPTION OF EXHIBIT
   -------                           ----------------------
<S>             <C>
      5.1       Opinion of Jackson & Walker, L.L.P.

     23.1       Consent of KPMG LLP

     23.2       Consent of Deloitte & Touche LLP

     23.3       Consent of Jackson & Walker, L.L.P. (included in the opinion of
                Jackson & Walker, L.L.P. filed as Exhibit 5).

     24         Power of Attorney (included in Part II hereof).

     99.1       Mobility Electronics, Inc. Amended and Restated 1996 Long Term
                Incentive Plan effective as of May 22, 2002.
</Table>

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


                                      II-4
[{"type": "S-8", "sequence": "1", "filename": "d02801sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 97335}]
{"company-data": {"conformed-name": "MOBILITY ELECTRONICS INC", "cik": "0001075656", "assigned-sic": "3577", "irs-number": "860843914", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102990", "film-number": "03541110"}, "business-address": {"street1": "7955 E REDFIELD RD", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260", "phone": "4805960061"}, "mail-address": {"street1": "7955 EAST REDFIELD ROAD", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260"}}
As filed with the Securities and Exchange Commission on February 5, 2003.
                                               Registration File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

                           MOBILITY ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                            86-0843914
      (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)            Identification Number)

                       17800 N. PERIMETER DRIVE, SUITE 200
                            SCOTTSDALE, ARIZONA 85255
                                 (480) 596-0061
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

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

                           MOBILITY ELECTRONICS, INC.
               AMENDED AND RESTATED 1996 LONG TERM INCENTIVE PLAN

                                 --------------
          JOAN W. BRUBACHER
  17800 N. PERIMETER DRIVE, SUITE 200                 (480) 596-0061
       SCOTTSDALE, ARIZONA 85255         (Telephone number, including area code,
 (Name and address, including zip code,           of agent for service)
         of agent for service)

                                    Copy to:
                               RICHARD F. DAHLSON
                              JACKSON WALKER L.L.P.
                      2435 N. CENTRAL EXPRESSWAY, SUITE 600
                               DALLAS, TEXAS 75080
                                 (972) 744-2900

                         CALCULATION OF REGISTRATION FEE
PROPOSED
                                                      MAXIMUM         PROPOSED MAXIMUM    AMOUNT OF
   TITLE OF SECURITIES        AMOUNT TO BE        OFFERING PRICE     AGGREGATE OFFERING  REGISTRATION
    TO BE REGISTERED           REGISTERED          PER SHARE(1)           PRICE(1)          FEE(1)
-------------------------- -------------------- -------------------- ------------------  ------------
Common Stock,
$0.01 par value..........       1,750,000                     $0.90       $1,575,000.00       $144.90
========================== ==================== ==================== ==================  ============
---------------
(1)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(c), the registration fee is calculated based on
         the average of the high and low sale prices of the Common Stock
         reported by Nasdaq Stock Market's National Market on January 31, 2003.
This Registration Statement on Form S-8 registers an additional
1,750,000 shares of common stock of the same class as other securities for which
a registration statement (the "Original Registration Statement") filed by
Mobility on Form S-8 (Registration File Number 333-47210) relating to the same
employee benefit plan (Mobility Electronics' Amended and Restated 1996 Long Term
Incentive Plan) is effective. The Original Registration Statement is
incorporated herein by reference and made a part hereof.
REOFFER PROSPECTUS

                           MOBILITY ELECTRONICS, INC.
                        3,000,000 SHARES OF COMMON STOCK

         This Prospectus relates to the offer and sale of up to 3,000,000 shares
(the "Shares") of common stock, par value $0.01 per share (the "Common Stock")
of Mobility Electronics, Inc., issuable by Mobility Electronics, Inc. upon
exercise of options (the "Options") granted or to be granted from time to time
to eligible persons pursuant to the provisions of Mobility Electronics' Amended
and Restated 1996 Long Term Incentive Plan (as amended, the "Plan"). This
prospectus also relates to the offer and sale of up to 3,000,000 Shares by
certain stockholders (the "Selling Stockholders") who will acquire such Shares
upon the exercise of Options.

         The Shares may be sold from time to time by the Selling Stockholders or
by permitted transferees. The Common Stock is quoted on the Nasdaq under the
symbol "MOBE" and may be sold from time to time by the Selling Stockholders
either directly in private transactions, or through one or more brokers or
dealers on the Nasdaq, or any other over-the-counter market or exchange on which
the Common Stock is quoted or listed for trading, at such prices and upon such
terms as may be obtainable. On January 31, 2003, the last reported sale price of
the Common Stock, as reported on the Nasdaq, was $0.91 per share.

         Upon any sale of the Common Stock offered hereby, the Selling
Stockholders and participating agents, brokers, dealers or marketmakers may be
deemed to be underwriters as that term is defined in the Securities Act of 1933,
as amended (the "Securities Act"), and commissions or discounts or any profit
realized on the resale of such securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. See "Plan of
Distribution." We will not receive any of the proceeds from the sales by the
Selling Stockholders.

         No underwriter is being utilized in connection with this offering. We
will pay all expenses incurred within this offering. The expenses incurred in
connection with this Offering are estimated to be approximately $25,000.00.

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

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

         THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS FOR A
DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
AN INVESTMENT IN THE SHARES OFFERED HEREBY.

                The date of this Prospectus is February 5, 2003.
RISK FACTORS

         THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY
CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION
IN THIS PROSPECTUS BEFORE DECIDING WHETHER TO INVEST IN SHARES OF OUR COMMON
STOCK. ANY OF THE FOLLOWING RISKS COULD CAUSE THE TRADING PRICE OF OUR COMMON
STOCK TO DECLINE.

         MOBILITY HAS A HISTORY OF LOSSES AND MAY NOT BE PROFITABLE IN THE
FUTURE.

         Mobility has experienced significant operating losses since inception
and, as of September 30, 2002, has an accumulated deficit of approximately $97.1
million. If Mobility does not achieve continued revenue growth sufficient to
absorb its recent and planned expenditures, Mobility could experience additional
losses in future periods, including the remainder of 2002. These losses or
fluctuations in its operating results could cause the market value of its common
stock to decline.

         Mobility anticipates that in the future it will make additional
investments in sales and marketing activities and, that as a result, operating
expenses will increase. Mobility intends to make such investments on an ongoing
basis, primarily from cash generated from operations and, if available, from
lines of credit, as it develops and introduces new products and expands into new
markets such as international, direct and OEM markets. If total revenue does not
increase with capital or other investments, Mobility is likely to continue to
incur net losses and its financial condition could be materially adversely
affected. Mobility has not yet achieved profitability, and there can be no
assurance that it will achieve or sustain profitability on a quarterly or annual
basis.

         MOBILITY MAY NOT ACHIEVE ANTICIPATED REVENUES IF MARKET ACCEPTANCE OF
ITS TECHNOLOGY AND PRODUCTS IS NOT FORTHCOMING.

                                       2
Mobility develops, produces and markets universal connectivity stations
based on its Split Bridge(R) technology, as well as expansion, handheld and
power and accessory products. If Mobility does not achieve widespread market
acceptance of these products and technology, it may not achieve anticipated
revenues.

         From 1998 through 2001, Mobility invested substantial resources in
developing its Split Bridge(R) technology and its Split Bridge(R)-based
universal docking stations, which have only recently been introduced into the
notebook computer market. The market for docking stations is characterized by
ongoing technological developments, frequent new product announcements and
introductions, evolving industry standards and changing customer requirements.
As a result, Mobility cannot be sure its Split Bridge(R) technology and
universal docking stations will achieve widespread market acceptance. To date,
the sales cycle on Mobility's Split Bridge(R) universal docking stations has
been longer than anticipated, and sales have been lower than expected. If
Mobility does not achieve widespread market acceptance of these products, it may
not achieve anticipated revenues. Although peripheral component interface, or
PCI, is an industry standard, the operating systems and peripheral devices used
by Mobility's customers may not be compatible with its universal docking
stations and, as a result, the available market for Mobility's products may be
limited.

         Mobility also anticipates that a material portion of its future
revenues will be derived from the sale of its "Juice" product, which is a
combination AC/DC power adaptor for laptop computers, PDA's and cell phones. If
Mobility fails to complete development of this product in a timely manner, or if
it fails to achieve the performance criteria required of such a product by our
customers, the product may not achieve widespread market acceptance. Further, a
material delay in bringing the product to market may allow competitors to
introduce similar products which would impair its ability to achieve anticipated
market penetration. The retail version of this product will include a universal
feature that allows a single version of the product to be used with almost any
laptop computer. If laptop computer manufacturers choose to design and
manufacture their products in such a way as to limit the use of universal
devices with their computers, it could reduce the applicability of a universal
device and limit market acceptance of the product at the retail level. Failure
by this product to achieve widespread market acceptance could significantly
negatively impact its future revenues.

         Mobility sells a variety of products that provide power and
connectivity for handheld computing devices. Revenue from these products
currently represents a material portion of consolidated revenues, and Mobility
expects these revenues to be a significant contributor to its future growth in
revenue. In the third quarter of 2002, Mobility introduced its new "Pitch"
product that will allow users of handheld computing devices to use those devices
to make PowerPoint presentations, eliminating the need for a full-size desktop
or laptop computer for such presentations. As this represents a new use for
handheld computing devices, there can be no assurance that a substantial market
for such a presentation device actually exists, or that this product will
adequately address the needs of such a market if it does exist. If it does not,
it could materially adversely affect Mobility's ability to achieve its
anticipated revenues.

         The demand for the majority of Mobility's products and technology is
primarily driven by the underlying market demand for portable and handheld
computing devices. Should the growth in demand for portable or handheld
computing devices by inhibited, Mobility may not achieve

                                       3
anticipated revenues. Mobility's ability to generate future revenues from its
products and technology also depends upon, among other factors:

          -   computer OEM acceptance of its technology and products;

          -   the level of product technology and price competition for its
              universal docking products;

          -   its ability to defend its patents and patents pending;

          -   its success in establishing and expanding its direct and indirect
              distribution channels with corporate and consumer portable and
              handheld computer users;

          -   its success in attracting and retaining strategic partners, joint
              ventures and licensing opportunities;

          -   its success in attracting and retaining motivated and qualified
              personnel, particularly in both the technical and sales and
              marketing areas; and

          -   its development and marketing of new products and technology
              applications.

         MOBILITY'S OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS,
AND AN UNANTICIPATED DECLINE IN REVENUES MAY CAUSE ITS STOCK PRICE TO FALL.

         It is likely that in some future quarter or quarters Mobility's
operating results will be below the expectations of securities analysts and
investors. If a shortfall in revenues occurs, the market price for Mobility's
common stock may decline significantly. The factors that may cause Mobility's
quarterly operating results to fall short of expectations include:

          -   the timing of its competitors, new product or technology
              introductions and product enhancements;

          -   market acceptance of its Split Bridge(R) products and technology;

          -   market acceptance of its expansion, handheld and power and
              accessory products;

          -   the size and timing of customer orders;

          -   difficulties with new product production implementation or supply
              chain;

          -   seasonality of sales;

          -   product defects and other product quality problems which may
              result from the development of new products;

          -   the degree and rate of growth of the markets in which Mobility
              competes and the accompanying demand for its products;

          -   its ability to expand internal and external sales forces and build
              the required infrastructure to meet anticipated growth; and

          -   its suppliers' ability to perform under their contracts with
              Mobility.

         Many of these factors are beyond Mobility's control. For these reasons,
you should not rely on period-to-period comparisons of its financial results to
forecast its future performance.

                                       4
MOBILITY MAY NOT BE ABLE TO ADEQUATELY MANAGE ITS ANTICIPATED GROWTH,
WHICH COULD IMPAIR ITS EFFICIENCY AND NEGATIVELY IMPACT OPERATIONS.

         Mobility's success depends on its ability to manage growth effectively.
The scope of its operations and facilities, the number of its employees and the
geographic area of its operations are growing rapidly, primarily as a result of
acquisitions. Mobility may not be able to manage its growth effectively, which
could impair its efficiency, reduce the quality of its solutions, impair further
growth and harm its business, financial condition and operating results. If
Mobility does not effectively manage this growth, it may not be able to operate
efficiently or maintain the quality of its products. Either outcome could harm
its operating results.

         In the past, Mobility has experienced rapid growth, and it plans to
continue to expand operations. A primary element of its growth strategy is the
acquisition of companies and/or products and technologies that complement or
expand its current capabilities and needs. Acquisitions entail a number of
risks, including costs and time and efforts of management, potential dilution to
existing stockholders, integration issues and diligence issues. This expansion
is expensive and places a significant strain on personnel and other resources.

         As part of Mobility's plan to manage such growth, Mobility is in the
process of transitioning its product fulfillment operations to an outsourcing
firm. As a result, Mobility has eliminated its warehouse operations in
Scottsdale, Arizona and has relocated its offices to a smaller space in
Scottsdale. If Mobility fails to properly manage the transition to outsourcing
its fulfillment, or if the firm Mobility has selected to provide product
fulfillment to its customers fails to meet Mobility's expectations, it could
damage Mobility's relationships with its customers and impair its ability to
achieve expected revenues.

         In addition to the need to manage Mobility's expanded product
fulfillment needs, Mobility will also need to further improve other operational,
financial and managerial systems and successfully hire, train, motivate and
manage its employees. Furthermore, Mobility is in the process of consolidating
various operations and functions of the various companies it has acquired. If
Mobility fails to effect such consolidation both timely and without any material
disruptions of business, such consolidation could materially adversely affect
its customer relations and/or results of operation.

         MOBILITY'S FAILURE TO RESPOND TO RAPID TECHNOLOGICAL CHANGES MAY IMPAIR
ITS OPERATING RESULTS.

         The market for Mobility's products in general is characterized by rapid
technological advances, changing customer needs and evolving industry standards.
Accordingly, to realize expectations regarding operating results, Mobility
depends on its ability to:

          -   develop, in a timely manner, new products and services that keep
              pace with developments in technology;

          -   meet evolving customer requirements; and

          -   enhance current product and service offerings and deliver those
              products and services through appropriate distribution channels.

                                       5
Mobility may not be successful in developing and marketing, on a timely
and cost-effective basis, either enhancements to existing products or new
products which respond to technological advances and satisfy increasingly
sophisticated customer needs. If Mobility fails to introduce new products, its
operating results may suffer. In addition, if new industry standards emerge that
it does not anticipate or adapt to, its products could be rendered obsolete and
its business could be materially harmed. Alternatively, any delay in the
development of technology upon which its products are based could result in
Mobility's inability to introduce new products as planned. For example, certain
products that are currently being developed depend upon the availability of USB
2.0. The success and marketability of technology developed by others is beyond
Mobility's control.

         MOBILITY DEPENDS ON LARGE PURCHASES FROM A FEW SIGNIFICANT CUSTOMERS,
AND ANY LOSS, CANCELLATION OR DELAY IN PURCHASES BY THESE CUSTOMERS COULD CAUSE
A SHORTFALL IN REVENUE.

         Mobility derives a substantial portion of its product sales through a
relatively small number of OEMs and third-party distributors. For the year ended
December 31, 1999, OEMs and distributors represented 61% and 25%, respectively,
of Mobility's sales during that period. For the year ended December 31, 2000,
OEMs and distributors represented 72% and 19%, respectively, of Mobility's net
product sales during that period. For the year ended December 31, 2001, OEMs and
distribution represented approximately 72% and 13%, respectively, of Mobility's
net product sales during that period. For the nine months ended September 30,
2002, OEMs and distribution represented approximately 69% and 11%, respectively,
of Mobility's net product sales during that period.

         While Mobility's financial performance depends on large orders from a
few significant OEMs and third-party distributors, its contractual relationships
are generally non-exclusive and cancelable upon notice to Mobility. In addition:

          -   its distributor agreements generally do not require minimum
              purchases;

          -   its customers can stop purchasing and its distributors can stop
              distributing its products at any time; and

          -   its distributor agreements generally are not exclusive and are for
              one year terms, with no obligation of the distributors to renew
              the agreements.

         Net product sales to Targus totaled 27% for the year ended December 31,
1999, 32% for the year ended December 31, 2000, and 28% for the year ended
December 31, 2001. In 2001, Targus distributed a range of Mobility's power
products, on a private label basis, primarily to major retail outlets and
certain OEM fulfillment outlets worldwide. However, in December 2001 Mobility
came to an agreement with Targus to terminate their relationship. Mobility now
markets its power products under its own brand through the distribution channels
being developed and through the iGo channels. IBM, who buys brand labeled
monitor stands, power products, a portable device bay, and USB docking stations,
accounted for 30% and 22% of Mobility's net product sales for the year ended
December 31, 2001 and the nine months ended September 30, 2002, respectively.

         Because Mobility's expenses are based on its revenue forecasts, a
substantial reduction or delay in sales of its products to, or unexpected
returns from OEMs and distributors, or the loss of

                                       6
any significant customer could harm Mobility's business. Although Mobility's
largest customers may vary from period-to-period and it expects to diversify its
customers in the future, Mobility's operating results for any given period may
continue to depend to a significant extent on large orders from a small number
of customers.

         There can be no assurance that Mobility's distributors will continue
their current relationships with Mobility or that they will not give higher
priority to the sale of other products, which could include products of
Mobility's competitors. In addition, effective distributors must devote
significant technical, marketing and sales resources to an often lengthy sales
cycle. There can be no assurance that Mobility's current and future distributors
will devote sufficient resources to market its products effectively or that
economic or industry conditions will not adversely affect such distributors. A
reduction in sales efforts or a discontinuance of distribution of Mobility's
products by its distributors could lead to reduced sales. In addition, because
Mobility sells a significant portion of its products through distributors, it is
difficult for Mobility to monitor end user demand for its products on a current
basis. For example, third-party distributors may place large initial orders
which may not be indicative of long-term end user demand.

         Mobility's operating results could also be adversely affected by
changes in distributors' inventory strategies, which could occur rapidly and, in
many cases, may not be related to end user demand.

         New products may require different marketing, sales and distribution
strategies than those for Mobility's current products. There can be no assurance
that Mobility's distributors will choose or be able to effectively market these
new products or to continue to market its products.

         MOBILITY'S RELIANCE ON SINGLE OR LIMITED SOURCES FOR KEY COMPONENTS MAY
INHIBIT ITS ABILITY TO MEET CUSTOMER DEMAND.

         The principal components of Mobility's products are purchased from
outside vendors. Several of these vendors are the sole source of supply of the
components that they supply. In addition to component suppliers, Mobility's
products are produced under contract manufacturing arrangements with several
manufacturers in Taiwan and Malaysia. Mobility does not have long term supply
agreements with these suppliers. Mobility obtains both components and products
under purchase orders. Any termination of or significant disruption in
Mobility's relationship with its suppliers may prevent Mobility from filling
customer orders in a timely manner as Mobility generally does not maintain large
inventories of components or products. In the event that a termination or
disruption were to occur, Mobility would have to find and qualify an alternative
source. The time it would take to complete this process would vary based upon
the size of the supplier base and the complexity of the component or product.
Delays could range from as little as days to six months in an extreme scenario.
Philips is currently Mobility's sole supplier of Split Bridge(R) technology ASIC
chips. Philips is licensed to use Mobility's technology when manufacturing these
chips exclusively for them. Mobility purchases from Philips on a purchase order
basis. Molex is Mobility's sole supplier of certain system connectors for use
with its universal docking products. Mobility has exclusive use of these
connectors in computer docking applications. Mobility purchases from Molex on a
purchase order basis. Solectron is the sole manufacturer of Mobility's Split
Bridge(R) universal docking stations. In the event that its relationship with
Solectron was unexpectedly terminated or disrupted, Mobility

                                       7
would have to identify and qualify an alternative supplier. This would impair
its ability to fulfill customer orders. Replacement of Solectron could take
several months to complete.

         Mobility depends upon its suppliers to deliver components that are free
from defects, competitive in functionality and cost and in compliance with its
specifications and delivery schedules. Disruption in supply, a significant
increase in the cost of one or more components, failure of a supplier to remain
competitive in functionality or price, the failure of a supplier to comply with
any of Mobility's procurement needs or the financial failure or bankruptcy of a
supplier could delay or interrupt its ability to manufacture or deliver its
products to customers on a timely basis.

         MOBILITY'S RELIANCE ON THIRD-PARTY MANUFACTURING VENDORS TO MANUFACTURE
ITS PRODUCTS MAY CAUSE A DELAY IN ITS ABILITY TO FILL ORDERS.

         Mobility relies on third-party manufacturers for assembly and
subassembly of its products. Any termination of or significant disruption in
Mobility's relationship with the third-party manufacturers of its products may
prevent Mobility from filling customer orders in a timely manner, as it
generally does not maintain large inventories of its products. Additionally,
Mobility's use of third-party manufacturers reduces control over product quality
and manufacturing yields and costs. Mobility depends upon its third-party
manufacturers to deliver products that are free from defects, competitive in
functionality and cost and in compliance with its specifications and delivery
schedules. Moreover, although arrangements with such manufacturers may contain
provisions for warranty obligations on the part of third-party manufacturers,
Mobility remains primarily responsible to its customers for warranty
obligations. Disruption in supply, a significant increase in the cost of the
assembly of its products, failure of a third-party manufacturer to remain
competitive in functionality or price, the failure of a third-party manufacturer
to comply with any of its procurement needs or the financial failure or
bankruptcy of a third-party manufacturer could delay or interrupt Mobility's
ability to manufacture or deliver its products to customers on a timely basis.

         MOBILITY'S SUCCESS DEPENDS IN PART UPON SALES TO OEMS, WHOSE
UNPREDICTABLE DEMANDS AND REQUIREMENTS MAY SUBJECT IT TO POTENTIAL ADVERSE
REVENUE FLUCTUATIONS.

         Mobility expects that it will continue to be dependent upon a limited
number of OEMs for a significant portion of its net sales in future periods,
although no OEM is presently obligated either to purchase a specified amount of
products or to provide Mobility with binding forecasts of product purchases for
any period. Mobility's products are typically one of many related products used
by portable computer users. Demand for its products is therefore subject to many
risks beyond Mobility's control, including, among others:

          -   competition faced by its OEM customers in their particular end
              markets;

          -   market acceptance of Mobility's technology and products by its OEM
              customers;

          -   technical challenges which may or may not be related to the
              components supplied by Mobility;

                                       8
-   the technical, sales and marketing and management capabilities of
              its OEM customers; and

          -   the financial and other resources of its OEM customers.

         Certain divisions within Mobility's OEM customers have developed
products intended to compete with its products. There can be no assurance that
Mobility will not lose sales in the future as a result of such competing
products. The reduction, delay or cancellation of orders from its significant
OEM customers, or the discontinuance of its products by Mobility's end users may
subject it to potential adverse revenue fluctuations.

         MOBILITY HAS IN THE PAST EXPERIENCED RETURNS OF ITS PRODUCTS, AND AS
ITS BUSINESS GROWS MAY EXPERIENCE INCREASED RETURNS, WHICH COULD HARM MOBILITY'S
REPUTATION AND NEGATIVELY IMPACT ITS OPERATING RESULTS.

         In the past, some of Mobility's customers have returned products to
Mobility because they felt that the product did not meet their expectations,
specifications and requirements. Historically, these returns have been
approximately 6% of sales. It is likely that Mobility will experience some level
of returns in the future and, as its business grows, the amount of returns may
increase despite its efforts to minimize them. Also, returns may adversely
affect Mobility's relationship with affected customers and may harm its
reputation. This could cause Mobility to lose potential customers and business
in the future. Mobility maintains a financial reserve for future returns that it
believes is adequate given its historical level of returns. If returns increase,
however, its reserve may not be sufficient and operating results could be
negatively affected.

         INTENSE COMPETITION IN THE MARKET FOR NOTEBOOK COMPUTER PRODUCTS COULD
PREVENT MOBILITY FROM INCREASING REVENUE AND SUSTAINING PROFITABILITY.

         The market for Mobility's computer products in general is intensely
competitive, subject to rapid change and sensitive to new product introductions
or enhancements and marketing efforts by industry participants. Mobility expects
to experience significant and increasing levels of competition in the future.
The principal competitive factors affecting the markets for its product
offerings include:

          -   corporate and product reputation;

          -   innovation with frequent product enhancement;

          -   breadth of integrated product line;

          -   product design, functionality and features;

          -   product quality and performance;

          -   ease-of-use;

          -   support; and

          -   price.

         Although Mobility believes that its products compete favorably with
respect to such factors, there can be no assurance that Mobility can maintain
its competitive position against

                                       9
current or potential competitors, especially those with greater financial,
marketing, service, support, technical or other competitive resources.

         Mobility currently competes with the internal design efforts of both
OEMs and non-OEMs. These OEMs, as well as a number of its non-OEM competitors,
have larger technical staffs, more established and larger marketing and sales
organizations and significantly greater financial resources than Mobility does.
Mobility, however, believes that it has a proprietary position with respect to
its Split Bridge(R) technology and universal connectivity stations as well as a
number of its other products, which may pose a barrier to entry that could keep
Mobility's competitors from developing similar products or selling competing
products in its markets. There can be, however, no assurance that such
competitors will not be able to respond more quickly to new or emerging
technologies and changes in customer requirements, devote greater resources to
the development, sale and promotion of their products than Mobility does or
develop products that are superior to its products or that achieve greater
market acceptance.

         Mobility's future success will depend, in part, upon its ability to
increase sales in its targeted markets. There can be no assurance that Mobility
will be able to compete successfully with its competitors or that the
competitive pressures Mobility faces will not have a material adverse effect.
Mobility's future success will depend in large part upon its ability to increase
its share of its target market and to sell additional products and product
enhancements to existing customers. Future competition may result in price
reductions, reduced margins or decreased sales.

         IF MOBILITY IS UNABLE TO HIRE ADDITIONAL QUALIFIED PERSONNEL AS
NECESSARY OR IF IT LOSES KEY PERSONNEL, IT MAY NOT BE ABLE TO SUCCESSFULLY
MANAGE ITS BUSINESS OR ACHIEVE ITS OBJECTIVES.

         Mobility believes its future success will depend in large part upon its
ability to identify, attract and retain highly skilled managerial, engineering,
sales and marketing, finance and operations personnel. Competition for such
personnel in the computer industry is intense, and Mobility competes for such
personnel against numerous companies, including larger, more established
companies with significantly greater financial resources. There can be no
assurance Mobility will be successful in identifying, attracting and retaining
such personnel.

         Mobility's success also depends to a significant degree upon the
continued contributions of its key management, engineering, sales and marketing,
finance and manufacturing personnel, many of whom would be difficult to replace.
In particular, Mobility believes that its future success depends on Charles R.
Mollo, Chief Executive Officer and President, Joan W. Brubacher, Executive Vice
President and Chief Financial Officer, Timothy S. Jeffries, Executive Vice
President, Worldwide Sales and Services and Holmes Lundt, Executive Vice
President, Handheld Business. Mobility does not maintain key person life
insurance on any of its executive officers. Except for Messrs. Mollo and Lundt
and Ms. Brubacher, Mobility does not have employment contracts covering any of
its senior management. The loss of the services of any of its key personnel, the
inability to identify, attract or retain qualified personnel in the future or
delays in hiring required personnel could make it difficult for Mobility to
manage its business and meet key objectives, such as timely product
introductions.

                                       10
IF MOBILITY'S PRODUCTS CONTAIN UNDETECTED SOFTWARE OR HARDWARE ERRORS,
IT COULD INCUR SIGNIFICANT UNEXPECTED EXPENSES AND LOST SALES AND BE SUBJECT TO
PRODUCT LIABILITY CLAIMS.

         A number of Mobility's products are based on new technology and are
complex. As such, they may contain undetected errors or performance problems,
particularly during new or enhanced product launches. Despite product testing
prior to introduction, Mobility's products have in the past, on occasion,
contained errors that were discovered after commercial introduction. Errors or
performance problems may also be discovered in the future. Any future defects
discovered after shipment of its products could result in loss of sales, delays
in market acceptance or product returns and warranty costs. Mobility attempts to
make adequate allowance in its new product release schedule for testing of
product performance. Because of the complexity of its products, however,
Mobility's release of new products may be postponed should test results indicate
the need for redesign and retesting, or should it elect to add product
enhancements in response to customer feedback. In addition, third-party
products, upon which Mobility's products are dependent, may contain defects
which could reduce or undermine the performance of its products.

         In addition, although Mobility's sales agreements with its customers
typically contain provisions designed to limit exposure to potential product
liability claims, there can be no assurance that such limitations of liability
would be enforceable or would otherwise protect Mobility from liability for
damages to a customer resulting from a defect in one of its products. Although
Mobility maintains liability insurance covering certain damages arising from
implementation and use of its products, there can be no assurance that such
insurance would cover or be sufficient to cover any such claims sought against
Mobility.

         IF MOBILITY FAILS TO PROTECT ITS INTELLECTUAL PROPERTY, ITS BUSINESS
AND ABILITY TO COMPETE COULD SUFFER.

         Mobility's success and ability to compete are dependent upon its
internally developed technology and know-how. Mobility relies primarily on a
combination of patent protection, copyright and trademark laws, trade secrets,
nondisclosure agreements and technical measures to protect its proprietary
rights. While Mobility has certain patents and patents pending, there can be no
assurance that patents pending or future patent applications will be issued or
that if issued, such patents will not be challenged, invalidated or circumvented
or that rights granted thereunder will provide meaningful protection or other
commercial advantage to Mobility. Moreover, there can be no assurance that any
patent rights will be upheld in the future or that Mobility will be able to
preserve any of its other intellectual property rights. Mobility typically
enters into confidentiality, noncompete or invention assignment agreements with
its key employees, distributors, customers and potential customers, and limits
access to, and distribution of, its product design documentation and other
proprietary information. Additionally, Mobility believes that, due to the rapid
pace of innovation within the computer industry, the following factors represent
important protections for its technology:

          -   technological and creative skill of personnel;

          -   knowledge and experience of management;

          -   name recognition;

                                       11
-   maintenance and support of products;

          -   the ability to develop, enhance, market and acquire products and
              services; and

          -   the establishment of strategic relationships in the industry.

         There can be no assurance that Mobility's confidentiality agreements,
confidentiality procedures, noncompetition agreements or other factors will be
adequate to deter misappropriation or independent third-party development of its
technology or to prevent an unauthorized third party from obtaining or using
information that it regards as proprietary. Litigation has been, and will in the
future be, necessary to defend Mobility's intellectual property rights, which
could result in substantial cost to, and divisions of efforts by, Mobility.

         MOBILITY MAY BE SUBJECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
THAT ARE COSTLY TO DEFEND AND COULD LIMIT ITS ABILITY TO USE CERTAIN
TECHNOLOGIES IN THE FUTURE.

         The laws of some foreign countries do not protect or enforce
proprietary rights to the same extent as do the laws of the United States. In
addition, under current law, certain patent applications filed with the United
States Patent and Trademark Office before November 29, 2000 may be maintained in
secrecy until a patent is issued. Patent applications filed with the United
States Patent and Trademark Office on or after November 29, 2000, as well as
patent applications filed in foreign countries, may be published some time after
filing but prior to issuance. The right to a patent in the United States is
attributable to the first to invent, not the first to file a patent application.
Mobility cannot be sure that its products or technologies do not infringe
patents that may be granted in the future pursuant to pending patent
applications or that its products do not infringe any patents or proprietary
rights of third parties. In the event that any relevant claims of third-party
patents are upheld as valid and enforceable, Mobility could be prevented from
selling its products or could be required to obtain licenses from the owners of
such patents or be required to redesign its products to avoid infringement.
There can be no assurance that such licenses would be available or, if
available, would be on terms acceptable to it or that Mobility would be
successful in any attempts to redesign its products or processes to avoid
infringement. Mobility's failure to obtain these licenses or to redesign its
products would have a material adverse effect on its business.

         There can be no assurance that Mobility's competitors will not
independently develop technology similar to existing proprietary rights of
others. Mobility expects that its products will increasingly be subject to
infringement claims as the number of products and competitors in its industry
segment grows and the functionality of products in different industry segments
overlaps. There can be no assurance that third parties will not assert
infringement claims against Mobility in the future or, if infringement claims
are asserted, that such claims will be resolved in Mobility's favor. Any such
claims, with or without merit, could be time-consuming, result in costly
litigation, cause product shipment delays or require Mobility to enter into
royalty or licensing agreements. Such royalty or licensing agreements, if
required, may not be available on terms favorable to Mobility, if at all. In
addition, litigation may be necessary in the future to protect Mobility's trade
secrets or other intellectual property rights, or to determine the validity and
scope of the proprietary rights of others. Such litigation could result in
substantial costs and diversion of resources.

                                       12
MOBILITY'S ABILITY TO INCREASE INTERNATIONAL SALES AND MANAGE ITS
INTERNATIONAL OPERATIONS IS SUBJECT TO A NUMBER OF RISKS BEYOND ITS CONTROL.

         Mobility's success will depend, in part, on additional expansion of its
sales in foreign markets. Mobility currently sells products in Europe through
its United Kingdom subsidiary. Mobility intends to expand into other foreign
markets. Mobility's failure to expand international sales in a timely and
cost-effective manner could have a material adverse effect. In addition, there
can be no assurance Mobility will be able to maintain or increase international
market demand for its products. Mobility's international business involves a
number of risks, including:

          -   the impact of possible recessionary environments in foreign
              economies;

          -   political and economic instability;

          -   exchange rate fluctuations;

          -   longer receivable collection periods and greater difficulty in
              accounts receivable collection from distributors and customers;

          -   difficulty in managing distributors or sales representatives;

          -   increased sales and marketing expense;

          -   difficulty in staffing foreign operations;

          -   unexpected changes in regulatory requirements;

          -   reduced or limited protection for intellectual property rights;

          -   export restrictions and availability of export licenses;

          -   tariffs and other trade barriers;

          -   seasonal reduction in business activities;

          -   complex foreign laws and treaties including employment laws; and

          -   potentially adverse tax consequences.

         Mobility's international sales are priced in both U.S. dollars and in
foreign currency, each of which presents certain risks and uncertainties.
Currency exchange fluctuations could have a material adverse effect on
Mobility's sales denominated in U.S. currency as a decrease in the value of
foreign currencies relative to the U.S. dollar could make its pricing more
expensive than, or non-competitive with, products priced in local currencies.
Additionally, due to the number of foreign currencies involved in Mobility's
International sales and the volatility of foreign currency exchange rates,
Mobility cannot predict the effect of exchange rate fluctuations with respect to
such sales on future operating results. Mobility has not engaged in hedging
transactions with respect to its net foreign currency exposure. To the extent
Mobility implements hedging activities in the future with respect to foreign
currency transactions, there can be no assurance that it will be successful in
such hedging activities.

         Moreover, certain of Mobility's customer purchase agreements are
governed by foreign laws, which may differ significantly from U.S. laws.
Therefore, Mobility may be limited in its ability to enforce its rights under
such agreements and to collect amounts owed to Mobility

                                       13
should any customer refuse to pay such amounts. In addition, Mobility is subject
to the Foreign Corrupt Practices Act which may place it at a competitive
disadvantage with respect to foreign companies that are not subject to that act.

         MOBILITY'S EXECUTIVE OFFICERS AND DIRECTORS HAVE SUBSTANTIAL CONTROL
OVER ITS BUSINESS WHICH COULD DELAY OR PREVENT A MERGER OR OTHER CHANGE IN
CONTROL.

         Mobility's principal stockholders, executive officers, directors and
affiliated individuals and entities together beneficially own approximately 14%
of the outstanding shares of common stock as of December 31, 2002. As a result,
these stockholders, acting together, may be able to influence significantly and
possibly control most matters requiring approval by its stockholders, including
approvals of:

          -   amendments to its certificate of incorporation;

          -   mergers;

          -   sale of all or substantially all of its assets;

          -   going private transactions; and

          -   other fundamental transactions.

         In addition, Mobility's certificate of incorporation does not provide
for cumulative voting with respect to the election of directors. Consequently,
Mobility's present directors, executive officers, principal stockholders and its
respective affiliates may be able to control the election of the members of the
board of directors. Such a concentration of ownership could have an adverse
effect on the price of the common stock, and may have the effect of delaying or
preventing a change in control, including transactions in which stockholders
might otherwise receive a premium for their shares over then current market
prices.

         Some provisions of Mobility's charter documents may have anti-takeover
effects that could discourage a change in control and reduce the market price of
its common stock.

         Some provisions of Mobility's certificate of incorporation and bylaws
could make it more difficult for a third party to acquire Mobility even if a
change of control would be beneficial to its stockholders. These provisions
include:

          -   authorizing the issuance of preferred stock without common
              stockholder approval;

          -   prohibiting cumulative voting in the election of directors; and

          -   limiting the persons who may call special meetings of
              stockholders.

         MOBILITY'S STOCK PRICE MAY BE EXTREMELY VOLATILE AND YOU MAY LOSE PART
OR ALL OF THE VALUE OF YOUR SHARES.

         Equity markets, particularly the market for technology companies, have
recently experienced significant price and volume fluctuations that are
unrelated to the operating performance of individual companies. These broad
market fluctuations may cause the market price of Mobility's common stock to
decline. In addition, the market price of Mobility's common stock is likely to
be highly volatile. In the past, securities class action litigation has often
been instituted against companies following periods of volatility in the market
price of their securities.

                                       14
This litigation could result in substantial costs and a diversion of
management's attention and resources.

         Significant fluctuations in the market price of Mobility's common stock
could be caused by a number of factors, including:

          -   actual or anticipated fluctuations in its operating results;

          -   changes in expectations as to its future financial performance;

          -   changes in financial estimates of securities analysts;

          -   changes in market valuations of other technology companies;

          -   announcements by Mobility or its competitors of significant
              technical innovations, design wins, contracts, standards or
              acquisitions; and

          -   the operating and stock price performance of other comparable
              companies.

         Due to these factors, the value of your investment in Mobility common
stock could be reduced. These market fluctuations may cause its stock price to
decline regardless of Mobility's performance.

         IF MOBILITY IS UNABLE TO MAINTAIN A NASDAQ NATIONAL MARKET LISTING OR A
NASDAQ SMALLCAP MARKET LISTING, ITS COMMON STOCK MAY BECOME EVEN MORE ILLIQUID
AND THE VALUE OF ITS SECURITIES MAY DECLINE FURTHER.

         Mobility received a letter, dated November 1, 2002, from The Nasdaq
Stock Market, Inc., notifying Mobility of its failure to meet Nasdaq's minimum
bid price requirements. The letter stated that if Mobility did not comply with
Nasdaq's listing requirements by January 30, 2003, Mobility would be provided
written notification that its common stock would be delisted from the Nasdaq
National Market. The letter further stated that Mobility may apply for transfer
of its common stock listing to The Nasdaq SmallCap Market. To transfer, it must
satisfy the continued inclusion requirements for the SmallCap Market (with the
exception of the $1.00 minimum bid requirement), which it currently satisfies.

         On January 31, 2003 Mobility submitted a transfer application and paid
the applicable listing fee, which will stay the initiation of the delisting
proceedings pending Nasdaq's review of the transfer application. If the transfer
application is approved, Mobility will be afforded the remainder of the 180
calendar day SmallCap Market grace period, which would extend the period to
comply to April 30, 2003. Mobility may also be eligible for an additional 180
calendar day grace period provided Mobility meets the initial listing criteria
for the SmallCap Market under Nasdaq's Marketplace Rule 4310(c)(2)(A) with the
exception of the $1.00 minimum bid requirement.

         If Mobility continues to fail to meet both the Nasdaq National Market's
and SmallCap Market's continued listing requirements, and does not take other
corrective actions (e.g., reverse stock split) within the above time periods,
then Nasdaq will delist Mobility's common stock. If this occurs, its common
stock will likely trade in the over-the-counter market in the so-called "pink
sheets" maintained by Pink Sheets LLC or on the National Association of
Securities Dealers' OTC Bulletin Board. Such alternative trading markets are
generally considered less liquid and efficient than Nasdaq. Reduced liquidity
may reduce the value of Mobility's common stock and limit its ability to
generate additional funding, should that become necessary.

                                       15
AVAILABLE INFORMATION

         Mobility is subject to the informational requirements of the Securities
Exchange Act of 1934, the Exchange Act, and in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information filed by
Mobility Electronics with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549; at the Commission's Midwest Regional
office located at 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604;
and at the Commission's North East Regional office located at 233 Broadway, New
York, New York 10279. Copies of such material may also be obtained at prescribed
rates from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. Information regarding the
operation of the public reference room may be obtained by calling the SEC at
1-800-SEC-0330. Additionally, the Commission maintains a website
(http://www.sec.gov) that contains reports, proxy statements and information
statements and other information regarding registrants that file electronically
with the Commission. We are a publicly held corporation and our Common Stock is
traded on Nasdaq under the symbol "MOBE."

         We intend to furnish our stockholders with annual reports containing
audited financial statements and such other periodic reports as we may determine
to furnish or as may be required by law.

         We have filed with the Commission in Washington, D.C., a Registration
Statement on Form S-8 (together with all exhibits thereto, the "Registration
Statement") in connection with the offer and sale of the Common Stock offered
hereby under the Securities Act. This Prospectus does not contain all of the
information set forth or incorporated by reference in the Registration Statement
and the exhibits thereto. For further information with respect to Mobility
Electronics and the Common Stock, reference is made to the Registration
Statement and the exhibits thereto. Copies of the Registration Statement are
available from the Commission. Statements contained in this Prospectus
concerning the provisions of documents filed with the Registration Statement are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.

         Our principal executive offices are located at 17800 N. Perimeter
Drive, Suite 200 Scottsdale, Arizona 85255, telephone number (480) 596-0061.
Unless otherwise indicated in this prospectus, references to "Mobility," "us,"
"we" and "our" refer to Mobility Electronics, Inc. and our predecessor,
Electronics Accessory Specialists International, L.L.C. Our website is located
at www.mobilityelectronics.com. The information contained on our website does
not constitute part of this prospectus.

                                       16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, which have been filed with the Commission by
Mobility, are incorporated herein by reference and made a part hereof:

         (i) Annual Report of Mobility on Form 10-K for the year ended December
         31, 2001, as amended by Form 10-K/A filed with the Commission on July
         9, 2002;

         (ii) Mobility's quarterly report on Form 10-Q for the quarter ended
         March 31, 2002, as amended by Form 10-Q/A filed with the Commission on
         July 9, 2002, and Mobility's quarterly reports on Form 10-Q for the
         quarters ended June 30, 2002 and September 30, 2002;

         (iii) Mobility's Form 8-K filed September 17, 2002, as amended by Form
         8-K/A filed November 18, 2002, Form 8-K filed January 21, 2003 and
         Form 8-K filed February 3, 2003;

         (iv) Description of the Common Stock contained in Mobility's
         Registration Statement on Form S-1 (No. 333-30264), effective as of
         June 30, 2000 and Registration Statement on Form 8-A (No. 000-30907);

         (v) The final prospectus included in Mobility's Registration Statement
         on Form S-4 (No. 333-88078) effective as of August 6, 2002;

         (vi) Mobility's Registration Statement on Form S-8 (No. 333-47210),
         filed on October 3, 2000.

         All documents filed by Mobility pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

         Mobility will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Written or telephone requests for such
documents should be directed to Joan W. Brubacher, Chief Financial Officer and
Executive Vice President, 17800 N. Perimeter Drive, Suite 200, Scottsdale,
Arizona 85255, telephone number (480) 596-0061.

                                       17
THE COMPANY

         Mobility Electronics, Inc. designs, develops and markets power,
connectivity, and accessory products and solutions for the mobile computing
user. This includes (1) universal docking products and remote peripheral
component interface, or PCI bus, technology and products using our proprietary
PCI expansion and Split Bridge(R) technologies, (2) batteries and various AC and
DC power adapters which allow the user to power a notebook computer in an
office, a home, a car, an airplane, or a boat, (3) a variety of cradle and
connectivity products for handheld devices, and (4) a variety of accessories for
portable computers such as monitor stands, travel adapters, and the like. To
date, our revenues have come predominantly from monitor stands, handheld
connectivity products, in air/in car chargers and expansion products. We expect
revenues from those products to continue and also expect to see increasing
revenues primarily from current and new power and handheld products and
solutions as we further expand our markets and distribution channels for these
products.

         We possess a broad range of internally developed intellectual property
with numerous patents, patents pending, license agreements and strategic
relationships with industry leaders such as Cybex Computer Products Corporation,
LSI Logic Corporation, Molex Incorporated, National Instruments Corporation, 2C
Computing, Inc. and Philips Semiconductors, Inc. Our subsidiaries include MAGMA,
Inc. which focuses on expansion products, Portsmith, Inc., which focuses on the
handheld market, Cutting Edge Software, Inc., which develops, markets and
supports software solutions for the mobile professional and enterprises, and iGo
Direct Corporation, which is a leading mobile computer solution provider.
Mobility markets its products through a worldwide network of OEMs, distributors,
resellers, retail channels and direct catalog and e-commerce channels.

         In February 2002, we acquired Portsmith, Inc., an industry leader in
providing connectivity solutions for handheld computing devices. This
acquisition provides us with an entrance into the rapidly growing handheld
computing device market and reinforces our focus on delivering powerful mobile
computing solutions. Portsmith currently provides a range of Ethernet, modem,
and other connectivity products for the most popular handheld devices such as
Palm, Handspring Visor, Compaq IPAQ, and other mainstream PDA products, and
intends to undertake a number of important product development programs that
expand on these solutions.

         In August 2002, we acquired Cutting Edge Software, Inc., which
develops, markets and supports software solutions for the mobile professional
and enterprises. Cutting Edge's patent-pending Conference & Collaboration
Platform enables peer-to-peer wireless application conferencing between
handhelds, desktops and servers. Cutting Edge's Palm OS products, Quickoffice,
Quicksheet and Quickword, have won numerous industry awards, including Best
Office Suite and Best Spreadsheet in Handheld Computing Magazine's "Best Palm
Powered Products of 2001" awards.

         In September 2002, we acquired iGo Corporation, now known as iGo Direct
Corporation, a leading mobile computer solution provider. iGo Direct Corporation
is a leading business-to-business developer and direct channel marketer of
mobile computing accessories including batteries, adapters and chargers for
notebooks, cell phones and handheld devices. iGo's products

                                       18
address the needs of mobile professionals and corporations with mobile
workforces that demand solutions to keep them powered up and connected. iGo
sells its products to its customers, which include more than half of the FORTUNE
500 companies, through its call center which can be reached via a toll-free
number (1-800-DIAL-IGO), through its award-winning Website (www.igo.com), and
through dedicated corporate account teams. iGo's industry leading alliances and
business partners include companies such as Acer, IBM and NEC.

         We were formed as a limited liability company under the laws of the
State of Delaware in May 1995, and were converted to a Delaware corporation by a
merger effected in August 1996, in which we were the surviving entity. We
changed our name from "Electronics Accessory Specialists International, Inc." to
"Mobility Electronics, Inc." on July 23, 1998. Our principal executive offices
are located at 17800 N. Perimeter Drive, Suite 200, Scottsdale, Arizona 85255,
and our telephone number is (480) 596-0061. Unless otherwise indicated in this
proxy statement/prospectus, references to "Mobility," "us,", "we" and "our"
refer to Mobility Electronics, Inc. and shall include our predecessor,
Electronics Accessory Specialists International, L.L.C.

                                       19
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements constitute "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual results, performance or achievements
of the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:

          -   loss of, and failure to replace, any significant customers;

          -   timing and success of new product introductions;

          -   product developments, introductions and pricing of competitors;

          -   timing of substantial customer orders;

          -   availability of qualified personnel;

          -   performance of suppliers and subcontractors;

          -   market demand and industry and general economic or business
              conditions;

          -   the "Risk Factors" set forth herein; and

          -   other factors to which this prospectus refers.

         Additionally, we do not undertake any responsibility to update you on
the occurrence of unanticipated events which may cause actual results to differ
from those expressed or implied by these forward-looking statements.

                                       20
USE OF PROCEEDS

         We will not receive any proceeds from the sale of the Common Stock
hereby.

                              SELLING STOCKHOLDERS

         The following table sets forth the name and relationship with us, if
any, of certain of the selling stockholders (the "Selling Stockholders") and (i)
the number of shares of common stock beneficially owned by the Selling
Stockholders, (ii) the maximum number of shares of common stock which may be
offered for the account of the Selling Stockholders under this prospectus and
(iii) the amount and percentage of common stock that would be owned by the
Selling Stockholders after completion of the offering, assuming a sale of all of
the common stock which may be offered hereunder. The information set forth below
is based upon written documentation submitted to the Company by the selling
stockholders and updated in accordance with the Company's records through
January 17, 2003. Except as otherwise noted below, the Selling Stockholders have
not, within the past three years, had any position, office or other material
relationship with us.

         Beneficial ownership is determined under the rules of the Securities
and Exchange Commission. The number of shares beneficially owned by a person
includes shares of common stock subject to options held by that person that are
currently exercisable or exercisable within 60 days of January 17, 2003. The
shares issuable under these options are treated as if outstanding for computing
the percentage ownership of the person holding these options but are not treated
as if outstanding for the purposes of computing the percentage ownership of any
other person.
SHARES                           SHARES
                                                      BENEFICIALLY(1)                  BENEFICIALLY(1)   PERCENTAGE
                                 RELATIONSHIP TO       OWNED BEFORE        SHARES        OWNED AFTER     OWNED AFTER
NAME                           MOBILITY ELECTRONICS     OFFERING(2)      OFFERED(3)      OFFERING(4)     OFFERING(2)
Charles R. Mollo(5)(6)        President, Chief
                              Executive Officer and         2,243,654          38,526     2,205,128         9.6%
                              Chairman of the Board

Jeffrey R. Harris(5)(7)       Director                      1,619,296          57,000     1,575,671         6.9%

Larry M. Carr(8)              Director                        278,988          55,000       239,613         1.1%

Jeffrey S. Doss(5)(9)         Executive Vice                  398,692          21,540       377,152         1.7%
                              President and Director

Joan W. Brubacher(5)(10)      Executive Vice
                              President and Chief             105,683          90,951        67,293           *
                              Financial Officer

Robert P. Dilworth(5)(11)     Director                         78,000          62,000        16,000           *

William O. Hunt(5)(12)        Director                        170,976          55,000        115,976          *
21
Jerre L. Stead(13)            Director                        245,345         107,500      163,470            *

Timothy S. Jeffries(5)(14)    Executive Vice
                              President, Worldwide             85,864          90,000       67,293            *
                              Sales and Services

Holmes Lundt(15)              Executive Vice
                              President, Handheld             254,353          40,000      254,353          1.1%
                              Business
----------------
*        Indicates shares held are less than 1% of class

(1)      "Beneficially" owned shares, as defined by the SEC, are those shares as
         to which a person has voting or dispositive power, or both.
         "Beneficial" ownership does not necessarily mean that the named person
         is entitled to receive the dividends on, or the proceeds from the sale
         of, the shares.

(2)      For purposes of calculating the number of shares beneficially owned by
         a stockholder and the percentage ownership of that shareholder, shares
         of common stock underlying convertible securities that are currently
         exercisable or exercisable within 60 days of January 17, 2003 by that
         shareholder are deemed outstanding. For purposes of this registration,
         shares of common stock underlying shares of Mobility's outstanding
         Series C Preferred Stock are assumed to be converted based on a
         conversion factor of 1-to-1.0657. Percentage ownership is based on
         20,375,738 shares of common stock outstanding as of January 17, 2003.

(3)      Includes shares underlying options that may not be exercisable within
         60 days of January 17, 2003.

(4)      Assumes the sale of all shares offered by the Selling Shareholders,
         some of which may not be included in the calculation of Shares
         Beneficially Owned Before Offering as they may not currently be
         "beneficially" owned as defined by the SEC.

(5)      The address for Messrs. Mollo, Harris, Doss, Dilworth, Jeffries and
         Hunt and Ms. Brubacher is 17800 N. Perimeter Drive, Suite 200,
         Scottsdale, Arizona 85255.

(6)      Includes 12,500 shares held as joint tenants with right of survivorship
         with Ms. Janice Mollo; 8,000 shares held in Mr. Mollo's Revocable
         Trust; 9,600 shares held by Guarantee & Trust Company as trustee for
         the benefit of New Vistas Investment Corporation PSP for the benefit of
         Mr. Mollo; 4,900 shares held by Guarantee & Trust Company as trustee
         for the benefit of New Vistas Investment Corporation Pension Plan for
         the benefit of Mr. Mollo; 21,800 shares held by Guarantee & Trust
         Company as trustee for the benefit of Mr. Mollo's IRA; 117,647 shares
         that may be received upon the conversion of 117,647 shares of Series F
         preferred stock held as joint tenants with right of survivorship with
         Ms. Janice Mollo; 116,047 shares owned by Mollo Family LLC of which Mr.
         Mollo owns 10% and is a manager; 379,062 shares owned by New Vistas
         Investment Corporation of which the CRM-088 Trust owns approximately
         43% -- Mr. Mollo is the family trustee and 100% beneficiary of such
         trust; 238,827 shares owned by New Horizons Enterprises of which the
         CRM-008 Trust owns 49%; 231,864 shares owned by La Luz Enterprises,
         L.L.C., of which CRM-008 Trust is the 100% owner; 9,041 shares held at
         Delaware Trust FBO Charles R. Mollo; 35,000 shares held in the John R.
         Harris and Timothy D. Harris Irrevocable Trust of which Mr. Mollo is
         trustee; 34,636 shares that may be received upon the conversion of
         32,501 shares of Series C preferred stock owned by La Luz Enterprises,
         L.L.C.; 151,642 shares that may be received upon the conversion of
         142,293 shares of Series C preferred stock owned by New Vistas
         Investment Corporation; 58,823 shares that may be received upon the
         conversion of 58,823 shares of Series F preferred stock owned by the
         CRM-008 Trust; 264,705 shares that may be received upon the conversion
         of 264,705 shares of Series F preferred stock owned by New Vistas
         Investment Corporation; 117,647 shares that may be received upon the
         conversion of 117,647 shares of Series F preferred stock owned by New
         Horizons Enterprises; 55,294 shares that may be purchased upon the
         exercise of warrants held as joint tenants with right of survivorship
         with Ms. Janice Mollo; 16,823 shares that may be purchased upon the
         exercise of warrants owned by Mollo Family LLC; 146,421 shares that may
         be purchased upon the exercise of warrants owned by New Vistas
         Investment Corporation; 55,294 shares that may be purchased upon the
         exercise of warrants owned by New Horizons Enterprises; 27,647 shares
         that may be purchased upon the exercise of warrants owned by the
         CRM-008 Trust; and 130,434 shares that may be purchased upon the
         exercise of options granted under the 1996 Plan. Mr. Mollo is married
         to Ms. Breeze-Mollo, however, all shares owned by Ms. Breeze-Mollo are
         held as separate property and Mr. Mollo has no beneficial ownership
         rights thereto, and disclaims beneficial ownership of the shares owned
         by Ms. Breeze-Mollo.

                                       22
(7)      Includes 60,578 shares owned by Harris Family LLC of which Mr. Harris
         owns 10% and is a manager; 6,742 shares held at Delaware Trust FBO
         Jeffrey R. Harris; 379,062 shares owned by New Vistas Investment
         Corporation of which Mr. Harris owns approximately 20% and is a
         director; 238,827 shares owned by New Horizons Enterprises of which Mr.
         Harris owns 26% and is a director; 17,761 shares that may be received
         upon the conversion of 16,666 shares of Series C preferred stock owned
         directly by Mr. Harris; 4,442 shares that may be received upon
         conversion of 4,168 shares of Series C preferred stock held at Delaware
         Trust FBO Jeffrey R. Harris; 151,642 shares that may be received upon
         the conversion of 142,293 shares of Series C preferred stock owned by
         New Vistas Investment Corporation; 58,823 shares that may be received
         upon conversion of 58,823 shares of Series F preferred stock owned
         directly by Mr. Harris; 264,705 shares that may be received upon
         conversion of 264,705 shares of Series F preferred stock owned by New
         Vistas Investment Corporation; 117,647 shares that may be received upon
         conversion of 117,647 shares of Series F preferred stock owned by New
         Horizons Enterprises; 27,647 shares that may be purchased upon the
         exercise of warrants owned directly by Mr. Harris; 9,677 shares that
         may be purchased upon the exercise of warrants owned by Harris Family
         LLC; 146,421 shares that may be purchased upon the exercise of warrants
         owned by New Vistas Investment Corporation; 55,294 shares that may be
         purchased upon the exercise of warrants owned by New Horizons
         Enterprises; and 43,625 shares that may be purchased upon the exercise
         of options granted under the 1996 Plan.

(8)      Includes 140,149 shares held by OHA Financial, Inc., of which Mr. Carr
         is a director and majority-stockholder; 16,700 shares held with Ms.
         Sharon Carr as tenants in common; 29,411 shares that may be received
         upon conversion of 29,411 shares of Series F preferred stock owned
         directly by Mr. Carr; 13,823 shares that may be purchased upon the
         exercise of warrants owned directly by Mr. Carr; and 39,375 shares that
         may be purchased by Mr. Carr upon the exercise of options granted under
         the 1996 Plan. The address for Mr. Carr is 2619 Hemingway Drive,
         Arlington, Texas 76006.

(9)      Includes 5,000 shares owned by Nolton Doss International, Inc. of which
         Mr. Doss owns 50% and is a director; 53,285 shares that may be received
         upon the conversion of 50,000 shares of Series C preferred stock owned
         directly by Mr. Doss; 10,514 shares that may be purchased upon the
         exercise of warrants owned directly by Mr. Doss; and 125,910 shares
         that may be purchased upon the exercise of options granted under the
         1996 Plan.

(10)     Includes 11,764 shares that may be received upon the conversion of
         11,764 shares of Series F preferred stock owned directly by Ms.
         Brubacher; 5,529 shares that may be purchased upon the exercise of
         warrants owned directly by Ms. Brubacher; and 38,390 shares that may be
         purchased upon the exercise of options granted under the 1996 Plan.

(11)     Consists of 78,000 shares that may be purchased by Mr. Dilworth upon
         the exercise of options granted under the 1996 Plan.

(12)     Includes 100,001 shares owned by B&G Partners Limited of which Mr. Hunt
         has a 100% interest; 4,100 shares owned by BCG Partnership, Ltd. of
         which Mr. Hunt has a 51% interest; and 66,875 shares that may be
         purchased upon the exercise of options granted under the 1996 Plan.

(13)     Includes 58,823 shares that may be received upon the conversion of
         58,823 shares of Series F preferred stock owned directly by Mr. Stead;
         27,647 shares that may be purchased upon the exercise of warrants owned
         directly by Mr. Stead; and 81,875 shares that may be purchased by Mr.
         Stead upon the exercise of options granted under the 1996 Plan. The
         address for Mr. Stead is 10040 E. Happy Valley Road, 674 Desert
         Highlands, Scottsdale, Arizona 85255.

(14)     Includes 11,764 shares that may be received upon the conversion of
         11,764 shares of Series F preferred stock owned directly by Mr.
         Jeffries; 5,529 shares that may be purchased upon the exercise of
         warrants owned directly by Mr. Jeffries; and 18,571 shares that may be
         purchased by Mr. Jeffries upon the exercise of options granted under
         the 1996 Plan.

(15)     The address for Mr. Lundt is 960 Broadway, Suite 300, Boise, Idaho
         83706.

                              PLAN OF DISTRIBUTION

         The shares of common stock offered by this prospectus may be sold by
the Selling Stockholders or their transferees from time to time in:

                                       23
-    transactions in the over-the-counter market, the Nasdaq National
              Market, or on one or more exchanges;

         -    negotiated transactions;

         -    underwritten offerings; or

         -    a combination of these methods of sale.

         The Selling Stockholders may sell the shares of our common stock at:

         -    fixed prices which may be changed;

         -    market prices prevailing at the time of sale;

         -    prices related to prevailing market prices; or

         -    negotiated prices.

DIRECT SALES, AGENTS, DEALERS AND UNDERWRITERS

         The Selling Stockholders or their transferees may effect transactions
by selling the shares of common stock in any of the following ways:

         -    directly to purchasers; or

         -    to or through agents, dealers or underwriters designated from time
              to time.

         Agents, dealers or underwriters may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of shares for whom they act as agent or to whom they sell
as principals, or both. The Selling Stockholders and any agents, dealers or
underwriters that act in connection with the sale of shares might be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any discount or commission received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts or commissions
under the Securities Act.

SUPPLEMENTS

         To the extent required, we will set forth in a supplement to this
prospectus filed with the SEC the number of shares to be sold, the purchase
price and public offering price, any new Selling Stockholders, the name or names
of any agent, dealer or underwriter, and any applicable commissions or discounts
with respect to a particular offering.

STATE SECURITIES LAW

         Under the securities laws of some states, the Selling Stockholders may
only sell the shares in those states through registered or licensed brokers or
dealers. In addition, in some states the Selling Stockholders may not sell the
shares unless they have been registered or qualified for sale in that state or
an exemption from registration or qualification is available and is satisfied.

EXPENSES, INDEMNIFICATION

         We will not receive any of the proceeds from the sale of the shares of
common stock sold by the Selling Stockholders and will bear all expenses related
to the registration of this offering but will not pay for any underwriting
commissions, fees or discounts, if any. We will indemnify

                                       24
the Selling Stockholders against some civil liabilities, including some
liabilities which may arise under the Securities Act.

         In the event of a material change in the plan of distribution disclosed
in this Prospectus, the Selling Stockholders will not be able to effect
transactions in the Shares pursuant to this Prospectus until such time as a
post-effective amendment to the Registration Statement is filed with, and
declared effective by, the Commission.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

DELAWARE GENERAL CORPORATION LAW

         Mobility has authority under Section 145 of the Delaware General
Corporation Law ("DGCL") to indemnify its directors and officers to the extent
provided for in such statute. Mobility's Amended and Restated Certificate of
Incorporation provides for indemnification of the Registrant's officers and
directors to the extent permitted under the Delaware General Corporation Law.

CERTIFICATE OF INCORPORATION

         The Certificate of Incorporation of Mobility provides that a director
of Mobility shall not be personally liable to mobility or its stockholders for
monetary damages for breach of fiduciary duty as a director, except as limited
by the DGCL. If the DGCL is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
Mobility, in addition to the limitation on personal liability described above,
shall be limited to the fullest extent permitted by the amended DGCL. Further,
any repeal or modification of such provision of the Certificate of Incorporation
by the stockholders of Mobility shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of
Mobility existing at the time of such repeal or modification.

BYLAWS

         The Bylaws of Mobility provide that we (i) shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by reason of the fact that such person is or
was a director or officer of Mobility, or is or was serving at our request as a
director or officer of another corporation, partnership, joint venture, trust,
other enterprises or employee benefit plan and (ii) upon a determination by the
Board of Directors that indemnification is appropriate, Mobility may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by reason of the fact that such
person is or was an employee or agent of Mobility or at Mobility's request was
serving as an employee or agent of any other corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan, in the case of (i)
and (ii) against reasonable expenses (including attorneys' fees), judgments,
fines, penalties, amounts paid in settlement and other liabilities actually and
reasonably incurred by such person in connection with such action or suit if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of Mobility, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. However, in an action or suit by or in the right of
Mobility to procure a judgment in its favor, no indemnification shall be

                                       25
made in respect of any claim as to which such person shall have been adjudged to
be liable to Mobility unless and only to the extent that a court of appropriate
jurisdiction shall determine that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity of such expenses which the court shall deem proper. Any
indemnification shall be made by Mobility upon a determination that
indemnification of such person is proper in the circumstances because he has met
the applicable standard of conduct set forth above. Expenses incurred by a
person who is or was a director or officer of Mobility in defending such actions
or suits shall be paid by Mobility at reasonable intervals in advance of the
final disposition of such action or suit upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by Mobility. In addition,
Mobility shall pay or reimburse expenses incurred by any person who is or was a
director or officer of Mobility in connection with such person's appearance as a
witness or other participant in a proceeding in which such person or Mobility is
not a named party to such proceeding, provided that such appearance or
participation is on behalf of Mobility or by reason of his past or present
capacity as a director or officer of Mobility. Mobility intends these provisions
to provide indemnification for appropriate persons to the fullest extent
permitted by law.

INDEMNITY AGREEMENTS

         Mobility has entered into Indemnity Agreements with each of its
directors and executive officers. Pursuant to such agreements, Mobility will, to
the extent permitted by applicable law, indemnify such persons against all
expenses, judgments fines and penalties incurred in connection with the defense
or settlement of any actions brought against them by reason of the fact that
they were directors or officers of Mobility or assumed certain responsibilities
at the direction of Mobility.

COMMISSION POSITION ON INDEMNIFICATION

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, Mobility has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Mobility of expenses incurred or paid by
a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                  LEGAL MATTERS

         The validity of the issuance of the shares of common stock offered by
this prospectus will be passed upon for us by Jackson Walker L.L.P. Richard F.
Dahlson, a partner of Jackson Walker, is Secretary of Mobility. As of the date
of this prospectus, Jackson Walker L.L.P. owns

                                       26
571,428 shares of common stock and Mr. Dahlson owns 199,864 shares of common
stock; 21,166 shares of Mobility's Series C preferred stock; and warrants to
purchase an additional 4,139 shares of common stock.

                                     EXPERTS

         The consolidated financial statements of Mobility Electronics, Inc. and
subsidiaries as of December 31, 2001 and 2000 and for each of the years in the
three-year period ended December 31, 2001, have been incorporated by reference
herein and in the registration statement filed in connection with this offering
in reliance upon the report of KPMG LLP, independent auditors, incorporated by
reference herein and upon the authority of said firm as experts in accounting
and auditing.

         The consolidated financial statements of iGo Corporation and
subsidiaries as of December 31, 2001 and 2000 and for each of the years in the
three-year period ended December 31, 2001, incorporated in this prospectus by
reference from the Current Report on Form 8-K/A of Mobility Electronics, Inc.
filed with the Securities and Exchange Commission on November 18, 2002, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated by reference herein (which report expresses an
unqualified opinion and includes a going concern uncertainty explanatory
paragraph and an explanatory paragraph that states that iGo Corporation's 2001
consolidated financial statements have been restated), and have been so
incorporated in reliance upon the report of such firm given upon the authority
as experts in accounting and auditing.

                                       27
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

         The following is a list of all exhibits filed as a part of this
Registration Statement, including those incorporated herein by reference.
EXHIBIT
   NUMBER                            DESCRIPTION OF EXHIBIT
   -------                           ----------------------
5.1        Opinion of Jackson & Walker, L.L.P.

     23.1       Consent of KPMG LLP

     23.2       Consent of Deloitte & Touche LLP

     23.3       Consent of Jackson & Walker, L.L.P. (included in the opinion of
                Jackson & Walker, L.L.P. filed as Exhibit 5).

      24        Power of Attorney (included in Part II hereof).

     99.1       Mobility Electronics, Inc. Amended and Restated 1996 Long Term
                Incentive Plan effective as of May 22, 2002.
-------------------

                                      II-1
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Scottsdale, State of Arizona, on the 4th of February,
2003.

                                          MOBILITY ELECTRONICS, INC.

                                          By: /s/ JOAN W. BRUBACHER
                                             -----------------------------------
                                          Joan W. Brubacher, Executive Vice
                                          President and Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby appoints Charles R.
Mollo and Joan W. Brubacher, and each of them, each of whom may act without
joinder of the other, as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to execute in the name of each such person
who is then an officer or director of the Registrant, and to file any amendments
(including post-effective amendments) to this Registration Statement and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act of 1933, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing appropriate or necessary to be done, as fully and
for all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

                                      II-2
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES                                      TITLE                               DATE
             ----------                                      -----                               ----
President, Chief Executive Officer and Chairman of
/s/ Charles R. Mollo                  the Board (Principal Executive Officer)              February 3, 2003
------------------------------------
         Charles R. Mollo

                                      Chief Financial Officer and Executive Vice
                                      President (Principal Financial and Accounting
/s/ Joan W. Brubacher                 Officer)                                             February 3, 2003
------------------------------------
         Joan W. Brubacher

/s/ Robert P. Dilworth                Director                                             February 3, 2003
------------------------------------
         Robert P. Dilworth

/s/ William O. Hunt                   Director                                             February 3, 2003
------------------------------------
          William O. Hunt

/s/ Jerre L.Stead                     Director                                             February 3, 2003
------------------------------------
           Jerre L.Stead

/s/ Jeffrey R. Harris                 Director                                             February 3, 2003
------------------------------------
         Jeffrey R. Harris

/s/ Larry M. Carr                     Director                                             February 3, 2003
------------------------------------
           Larry M. Carr
II-3
INDEX TO EXHIBITS
EXHIBIT
   NUMBER                            DESCRIPTION OF EXHIBIT
   -------                           ----------------------
5.1       Opinion of Jackson & Walker, L.L.P.

     23.1       Consent of KPMG LLP

     23.2       Consent of Deloitte & Touche LLP

     23.3       Consent of Jackson & Walker, L.L.P. (included in the opinion of
                Jackson & Walker, L.L.P. filed as Exhibit 5).

     24         Power of Attorney (included in Part II hereof).

     99.1       Mobility Electronics, Inc. Amended and Restated 1996 Long Term
                Incentive Plan effective as of May 22, 2002.
-------------------

                                      II-4