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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         TAITRON COMPONENTS INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

           California                                     95-4249240
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

       28040 West Harrison Parkway
           Valencia, California                                   91355-4162
(Address of Principal Executive Offices)                          (Zip Code)

                            2005 Stock Incentive Plan
                            (Full Title of the Plans)

                                  Stewart Wang
                             Chief Executive Officer
                         Taitron Components Incorporated
                           28040 West Harrison Parkway
                         Valencia, California 91355-4162
                     (Name and Address of Agent for Service)

                                 (661) 257-6060
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                Scott Galer, Esq.
                         Stubbs Alderton & Markiles, LLP
                       15260 Ventura Boulevard, 20th Floor
                         Sherman Oaks, California 91403

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
     Title of Each Class                       Proposed Maximum   Proposed Maximum
        of Securities           Amount To Be    Offering Price   Aggregate Offering      Amount Of
       To Be Registered         Registered (1)  Per Share (2)         Price (2)      Registration Fee
-----------------------------------------------------------------------------------------------------
<S>                              <C>               <C>             <C>                   <C>
Class A Common Stock, par
value $.001 per share........     1,000,000         $2.16           $2,160,000.00         $231.12
-----------------------------------------------------------------------------------------------------
</TABLE>

(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
      "Securities Act"), this Registration Statement also covers such additional
      shares as may hereinafter be offered or issued to prevent dilution
      resulting from stock splits, stock dividends or similar transactions
      effected without the receipt of consideration.
(2)   Determined in accordance with Rule 457(h) under the Securities Act solely
      for the purpose of calculating the Registration Fee, on the basis of the
      average of the high and low traded prices per share of Class A Common
      Stock of the Registrant on June 5, 2006.

<PAGE>

--------------------------------------------------------------------------------
Explanatory Note

This  Registration  Statement  registers  1,000,000 shares of the Class A Common
Stock,  par value  $0.001  per  share,  of Taitron  Components  Incorporated,  a
California  corporation  (the  "Registrant"),  to be issued pursuant to the 2005
Stock Incentive Plan.
--------------------------------------------------------------------------------


                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The  document(s)  containing the  information  specified in Part I will be
sent or given to participants as specified by Rule 428(b)(1). Such documents are
not being filed with the  Securities and Exchange  Commission  either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Form, taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933, as amended.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The  following  documents  previously  filed  by the  Registrant  with the
Securities  and  Exchange  Commission  are  incorporated  in  this  Registration
Statement by reference:

      (a) The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 2005;

      (b) The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarterly
period ended March 31, 2006; and

      (c) The description of the  Registrant's  common stock as set forth in its
Form 8-A  registration  statement  on file with the  Commission,  including  any
amendments or reports filed for the purpose of updating such description.

      All documents filed by the Registrant  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"),  subsequent to the date of this  Registration  Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

<PAGE>

Item 6. Indemnification of Directors and Officers.

      Section 204 of the General Corporation Law of the State of California (the
"California Law") permits the limitation of the personal liability of a director
for monetary  damages in an action brought by or in the right of the corporation
for breach of a director's duties to the corporation and its shareholders  under
certain conditions and subject to certain limitations.

      Section  317  of  the  California  Law  (i)  permits   indemnification  of
directors, officers, employees and other agents of the corporation under certain
conditions  and  subject  to  certain  limitations  and (ii)  provides  that the
corporation  has the power to purchase and  maintain  insurance on behalf of its
directors,  officers,  employees and other agents against any liability asserted
against or incurred by them in such  capacity or arising out of their  status as
such.

      The  Registrant's  Articles  of  Incorporation  include a  provision  that
eliminates  the personal  liability of its directors to the  Registrant  and its
shareholders for monetary damages for breach of the directors'  fiduciary duties
in  certain  circumstances.  This  limitation  has  no  effect  on a  director's
liability  (i) for acts or omissions  that involve  intentional  misconduct or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director  believes to be contrary to the best interests of the Registrant or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director,  (iii) for any transaction  from which a director  derived an improper
personal benefit,  (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Registrant or its  shareholders in  circumstances  in
which the director was aware,  or should have been aware, in the ordinary course
of  performing  a  director's  duties,  of a risk  of a  serious  injury  to the
Registrant or its  shareholders,  (v) for acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant  or its  shareholders,  (vi)  under  Section  310 of the
California Law (concerning  contracts or transactions between the Registrant and
a  director)  or (vii)  under  Section  316 of the  California  Law  (concerning
directors'  liability  for  improper  dividends,  loans  and  guarantees).   The
provision  does not extend to acts or omissions of a director in his capacity as
an  officer.  Further,  the  provision  will  not  affect  the  availability  of
injunctions  and  other  equitable   remedies   available  to  the  Registrant's
shareholders for any violation of a director's  fiduciary duty to the Registrant
or its shareholders.

      The Registrant's  Articles of Incorporation  also include an authorization
for the  Registrant  to  indemnify  its agents (as defined in Section 317 of the
California Law),  through bylaw  provisions,  by agreement or otherwise,  to the
fullest  extent  permitted  by law.  Pursuant  to  this  latter  provision,  the
Registrant's Bylaws provide for  indemnification of the Registrant's  directors,
officers and employees.  In addition,  the Registrant,  at its  discretion,  may
provide  indemnification  to persons  whom the  Registrant  is not  obligated to
indemnify.  The  Bylaws  also  allow  the  Registrant  to enter  into  indemnity
agreements  with  individual  directors,  officers,  employees and other agents.
Indemnity  agreements have been entered into with four of our directors (Johnson
Ku,  Stewart  Wang,  Richard  Chiang and Felix  Sung) and  provide  the  maximum
indemnification   permitted  by  law.  These   agreements,   together  with  the
Registrant's  Bylaws and Articles of Incorporation,  may require the Registrant,
among other things,  to indemnify  such directors and officers  against  certain
liabilities that may arise by reasons of their status or service as directors or
officers (other than liabilities resulting from willful misconduct of a culpable
nature),  and to advance  expenses to them as they are  incurred,  provided that
they undertake to repay the amount advanced if it is ultimately  determined by a
court that they are not entitled to indemnification.

      Section  317 of the  California  Coded and the  Registrant's  Bylaws  make
provision for the  indemnification  of officers,  directors and other  corporate
agents in terms  sufficiently  broad to indemnify  such  persons,  under certain
circumstances,  for liabilities  (including  reimbursement of expenses incurred)
arising under the Securities  Act.  Insofar as  indemnification  for liabilities
arising under the Securities Act may be

<PAGE>

permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

Item 7. Exemption from Registration.

      Not applicable.

Item 8. Exhibits.

      The following exhibits are filed as part of this Registration Statement:

      Exhibit   Description
      -------   -----------
      4.1       Articles of Incorporation of Taitron Components Incorporated.(1)

      4.2       Bylaws of Taitron Components Incorporated. (1)

      5.1       Opinion of Stubbs Alderton & Markiles, LLP.

      23.1      Consent of Haskell & White LLP.

      23.4      Consent of Stubbs Alderton & Markiles, LLP (included in
                Exhibit 5.1).

      24.1      Power of Attorney (included as part of the Signature Page of
                this Registration Statement).

      99.1      2005 Stock Incentive Plan.

      ----------
      (1)   Filed previously as an exhibit to the  Registrant's  Form SB-2 filed
            with the Securities and Exchange  Commission on March 14, 1995 (File
            No. 33-90294-LA)

Item 9. Undertakings.

      (a)   The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement to include
      any  material  information  with respect to the plan of  distribution  not
      previously disclosed in this Registration Statement or any material change
      to such information in this Registration Statement.

            (2) That for the  purpose of  determining  any  liability  under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new  registration  statement  relating to the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

<PAGE>

            (b) Insofar as  indemnification  for  liabilities  arising under the
      Securities  Act of  1933  may  be  permitted  to  directors,  officers  or
      controlling   persons  of  the   Registrant   pursuant  to  the  foregoing
      provisions,  or  otherwise,  the  Registrant  has been advised that in the
      opinion of the Securities and Exchange Commission such  indemnification is
      against  public policy as expressed in the  Securities Act of 1933 and is,
      therefore,  unenforceable.  In the event that a claim for  indemnification
      against  such  liabilities  (other than the payment by the  Registrant  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 of 1933 and will be governed by the final
      adjudication of such issue.

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Valencia, California, on this 9th day of June, 2006.

                            TAITRON COMPONENTS INCORPORATED
                            (Registrant)

                            By: /s/ Stewart Wang
                                ----------------
                                Stewart Wang
                                Chief Executive Officer, President, and
                                Chief Financial Officer
                                (Principal Executive and Principal Financial and
                                Accounting Officer)

<PAGE>

                                POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints Stewart
Wang as his true and  lawful  attorney-in-fact  and  agent  with  full  power of
substitution and  resubstitution,  for him and his name, place and stead, in any
and all  capacities,  to sign any or all  amendments  (including  post-effective
amendments)  to  this  Registration  Statement  and to  file a new  registration
statement  under Rule 461 or  Instruction E of Form S-8 of the Securities Act of
1933, as amended,  and to file the same,  with all exhibits  thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  foregoing,  as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities and on the date indicated.

Signature              Title                                       Date

/s/ Johnson Ku         Chairman of the Board                       June 9, 2006
--------------
Johnson Ku

/s/ Stewart Wang       Chief Executive Officer, President, Chief   June 9, 2006
----------------         Financial Officer and Director
Stewart Wang

/s/ Richard Chiang     Director                                    June 9, 2006
------------------
Richard Chiang

/s/ Craig Miller       Director                                    June 9, 2006
----------------
Craig Miller

/s/ Felix Sung         Director                                    June 9, 2006
--------------
Felix Sung

<PAGE>

                                  EXHIBIT INDEX

Exhibit    Description
-------    -----------
4.1        Articles of Incorporation of Taitron Components Incorporated. (1)

4.2        Bylaws of Taitron Components Incorporated. (1)

5.1        Opinion of Stubbs Alderton & Markiles, LLP.

23.1       Consent of Haskell & White LLP.

23.4       Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1).

24.1       Power of Attorney (included as part of the Signature Page of this
           Registration Statement).

99.1       2005 Stock Incentive Plan.

----------
(1)   Filed  previously as an exhibit to the  Registrant's  Form SB-2 filed with
      the  Securities  and  Exchange  Commission  on March  14,  1995  (File No.
      33-90294-LA)
[{"type": "S-8", "sequence": "1", "filename": "e24237_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18038}]
{"company-data": {"conformed-name": "TAITRON COMPONENTS INC", "cik": "0000942126", "assigned-sic": "5065", "irs-number": "954249240", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134889", "film-number": "06895999"}, "business-address": {"street1": "28040 WEST HARRISON PARKWAY", "city": "VALENCIA", "state": "CA", "zip": "91355", "phone": "(661) 257-6060"}, "mail-address": {"street1": "28040 WEST HARRISON PARKWAY", "city": "VALENCIA", "state": "CA", "zip": "91355"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         TAITRON COMPONENTS INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

           California                                     95-4249240
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

       28040 West Harrison Parkway
           Valencia, California                                   91355-4162
(Address of Principal Executive Offices)                          (Zip Code)

                            2005 Stock Incentive Plan
                            (Full Title of the Plans)

                                  Stewart Wang
                             Chief Executive Officer
                         Taitron Components Incorporated
                           28040 West Harrison Parkway
                         Valencia, California 91355-4162
                     (Name and Address of Agent for Service)

                                 (661) 257-6060
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                Scott Galer, Esq.
                         Stubbs Alderton & Markiles, LLP
                       15260 Ventura Boulevard, 20th Floor
                         Sherman Oaks, California 91403
CALCULATION OF REGISTRATION FEE
=====================================================================================================
     Title of Each Class                       Proposed Maximum   Proposed Maximum
        of Securities           Amount To Be    Offering Price   Aggregate Offering      Amount Of
       To Be Registered         Registered (1)  Per Share (2)         Price (2)      Registration Fee
-----------------------------------------------------------------------------------------------------
Class A Common Stock, par
value $.001 per share........     1,000,000         $2.16           $2,160,000.00         $231.12
-----------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
      "Securities Act"), this Registration Statement also covers such additional
      shares as may hereinafter be offered or issued to prevent dilution
      resulting from stock splits, stock dividends or similar transactions
      effected without the receipt of consideration.
(2)   Determined in accordance with Rule 457(h) under the Securities Act solely
      for the purpose of calculating the Registration Fee, on the basis of the
      average of the high and low traded prices per share of Class A Common
      Stock of the Registrant on June 5, 2006.
--------------------------------------------------------------------------------
Explanatory Note

This  Registration  Statement  registers  1,000,000 shares of the Class A Common
Stock,  par value  $0.001  per  share,  of Taitron  Components  Incorporated,  a
California  corporation  (the  "Registrant"),  to be issued pursuant to the 2005
Stock Incentive Plan.
--------------------------------------------------------------------------------

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The  document(s)  containing the  information  specified in Part I will be
sent or given to participants as specified by Rule 428(b)(1). Such documents are
not being filed with the  Securities and Exchange  Commission  either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Form, taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933, as amended.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The  following  documents  previously  filed  by the  Registrant  with the
Securities  and  Exchange  Commission  are  incorporated  in  this  Registration
Statement by reference:

      (a) The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 2005;

      (b) The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarterly
period ended March 31, 2006; and

      (c) The description of the  Registrant's  common stock as set forth in its
Form 8-A  registration  statement  on file with the  Commission,  including  any
amendments or reports filed for the purpose of updating such description.

      All documents filed by the Registrant  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"),  subsequent to the date of this  Registration  Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.
Item 6. Indemnification of Directors and Officers.

      Section 204 of the General Corporation Law of the State of California (the
"California Law") permits the limitation of the personal liability of a director
for monetary  damages in an action brought by or in the right of the corporation
for breach of a director's duties to the corporation and its shareholders  under
certain conditions and subject to certain limitations.

      Section  317  of  the  California  Law  (i)  permits   indemnification  of
directors, officers, employees and other agents of the corporation under certain
conditions  and  subject  to  certain  limitations  and (ii)  provides  that the
corporation  has the power to purchase and  maintain  insurance on behalf of its
directors,  officers,  employees and other agents against any liability asserted
against or incurred by them in such  capacity or arising out of their  status as
such.

      The  Registrant's  Articles  of  Incorporation  include a  provision  that
eliminates  the personal  liability of its directors to the  Registrant  and its
shareholders for monetary damages for breach of the directors'  fiduciary duties
in  certain  circumstances.  This  limitation  has  no  effect  on a  director's
liability  (i) for acts or omissions  that involve  intentional  misconduct or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director  believes to be contrary to the best interests of the Registrant or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director,  (iii) for any transaction  from which a director  derived an improper
personal benefit,  (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Registrant or its  shareholders in  circumstances  in
which the director was aware,  or should have been aware, in the ordinary course
of  performing  a  director's  duties,  of a risk  of a  serious  injury  to the
Registrant or its  shareholders,  (v) for acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant  or its  shareholders,  (vi)  under  Section  310 of the
California Law (concerning  contracts or transactions between the Registrant and
a  director)  or (vii)  under  Section  316 of the  California  Law  (concerning
directors'  liability  for  improper  dividends,  loans  and  guarantees).   The
provision  does not extend to acts or omissions of a director in his capacity as
an  officer.  Further,  the  provision  will  not  affect  the  availability  of
injunctions  and  other  equitable   remedies   available  to  the  Registrant's
shareholders for any violation of a director's  fiduciary duty to the Registrant
or its shareholders.

      The Registrant's  Articles of Incorporation  also include an authorization
for the  Registrant  to  indemnify  its agents (as defined in Section 317 of the
California Law),  through bylaw  provisions,  by agreement or otherwise,  to the
fullest  extent  permitted  by law.  Pursuant  to  this  latter  provision,  the
Registrant's Bylaws provide for  indemnification of the Registrant's  directors,
officers and employees.  In addition,  the Registrant,  at its  discretion,  may
provide  indemnification  to persons  whom the  Registrant  is not  obligated to
indemnify.  The  Bylaws  also  allow  the  Registrant  to enter  into  indemnity
agreements  with  individual  directors,  officers,  employees and other agents.
Indemnity  agreements have been entered into with four of our directors (Johnson
Ku,  Stewart  Wang,  Richard  Chiang and Felix  Sung) and  provide  the  maximum
indemnification   permitted  by  law.  These   agreements,   together  with  the
Registrant's  Bylaws and Articles of Incorporation,  may require the Registrant,
among other things,  to indemnify  such directors and officers  against  certain
liabilities that may arise by reasons of their status or service as directors or
officers (other than liabilities resulting from willful misconduct of a culpable
nature),  and to advance  expenses to them as they are  incurred,  provided that
they undertake to repay the amount advanced if it is ultimately  determined by a
court that they are not entitled to indemnification.

      Section  317 of the  California  Coded and the  Registrant's  Bylaws  make
provision for the  indemnification  of officers,  directors and other  corporate
agents in terms  sufficiently  broad to indemnify  such  persons,  under certain
circumstances,  for liabilities  (including  reimbursement of expenses incurred)
arising under the Securities  Act.  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,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

Item 7. Exemption from Registration.

      Not applicable.

Item 8. Exhibits.

      The following exhibits are filed as part of this Registration Statement:

      Exhibit   Description
      -------   -----------
      4.1       Articles of Incorporation of Taitron Components Incorporated.(1)

      4.2       Bylaws of Taitron Components Incorporated. (1)

      5.1       Opinion of Stubbs Alderton & Markiles, LLP.

      23.1      Consent of Haskell & White LLP.

      23.4      Consent of Stubbs Alderton & Markiles, LLP (included in
                Exhibit 5.1).

      24.1      Power of Attorney (included as part of the Signature Page of
                this Registration Statement).

      99.1      2005 Stock Incentive Plan.

      ----------
      (1)   Filed previously as an exhibit to the  Registrant's  Form SB-2 filed
            with the Securities and Exchange  Commission on March 14, 1995 (File
            No. 33-90294-LA)

Item 9. Undertakings.

      (a)   The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement to include
      any  material  information  with respect to the plan of  distribution  not
      previously disclosed in this Registration Statement or any material change
      to such information in this Registration Statement.

            (2) That for the  purpose of  determining  any  liability  under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new  registration  statement  relating to the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.
(b) Insofar as  indemnification  for  liabilities  arising under the
      Securities  Act of  1933  may  be  permitted  to  directors,  officers  or
      controlling   persons  of  the   Registrant   pursuant  to  the  foregoing
      provisions,  or  otherwise,  the  Registrant  has been advised that in the
      opinion of the Securities and Exchange Commission such  indemnification is
      against  public policy as expressed in the  Securities Act of 1933 and is,
      therefore,  unenforceable.  In the event that a claim for  indemnification
      against  such  liabilities  (other than the payment by the  Registrant  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 of 1933 and will be governed by the final
      adjudication of such issue.

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Valencia, California, on this 9th day of June, 2006.

                            TAITRON COMPONENTS INCORPORATED
                            (Registrant)

                            By: /s/ Stewart Wang
                                ----------------
                                Stewart Wang
                                Chief Executive Officer, President, and
                                Chief Financial Officer
                                (Principal Executive and Principal Financial and
                                Accounting Officer)
POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints Stewart
Wang as his true and  lawful  attorney-in-fact  and  agent  with  full  power of
substitution and  resubstitution,  for him and his name, place and stead, in any
and all  capacities,  to sign any or all  amendments  (including  post-effective
amendments)  to  this  Registration  Statement  and to  file a new  registration
statement  under Rule 461 or  Instruction E of Form S-8 of the Securities Act of
1933, as amended,  and to file the same,  with all exhibits  thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  foregoing,  as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities and on the date indicated.

Signature              Title                                       Date

/s/ Johnson Ku         Chairman of the Board                       June 9, 2006
--------------
Johnson Ku

/s/ Stewart Wang       Chief Executive Officer, President, Chief   June 9, 2006
----------------         Financial Officer and Director
Stewart Wang

/s/ Richard Chiang     Director                                    June 9, 2006
------------------
Richard Chiang

/s/ Craig Miller       Director                                    June 9, 2006
----------------
Craig Miller

/s/ Felix Sung         Director                                    June 9, 2006
--------------
Felix Sung
EXHIBIT INDEX

Exhibit    Description
-------    -----------
4.1        Articles of Incorporation of Taitron Components Incorporated. (1)

4.2        Bylaws of Taitron Components Incorporated. (1)

5.1        Opinion of Stubbs Alderton & Markiles, LLP.

23.1       Consent of Haskell & White LLP.

23.4       Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1).

24.1       Power of Attorney (included as part of the Signature Page of this
           Registration Statement).

99.1       2005 Stock Incentive Plan.

----------
(1)   Filed  previously as an exhibit to the  Registrant's  Form SB-2 filed with
      the  Securities  and  Exchange  Commission  on March  14,  1995  (File No.
      33-90294-LA)