Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933



                          NU HORIZONS ELECTRONICS CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                       11-2621097
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

70 Maxess Road, Melville, New York                          11747
(Address of principal executive offices)                 (Zip Code)

 NU HORIZONS ELECTRONICS CORP. 2002 KEY EMPLOYEE STOCK OPTION PLAN, AS AMENDED
                            (Full Title of the Plan)

                            Arthur Nadata, President
                          Nu Horizons Electronics Corp.
                                 70 Maxess Road
                            Melville, New York 11747
                     (Name and address of agent for service)

                                 (516) 396-5000
          (Telephone number, including area code, of agent for service)

                                    copy to:
                            Nancy D. Lieberman, Esq.
                   Kramer, Coleman, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820

<TABLE>
<CAPTION>

                                         CALCULATION OF REGISTRATION FEE

   <S>                         <C>                  <C>                     <C>                        <C>
     Title of Each                                  Proposed Minimum        Proposed Maximum
  Class of Securities         Amount to be         Offering Price Per      Aggregate Offering         Amount of
   To be Registered            Registered             Security (1)              Price (1)          Registration Fee
     Common Stock,
   par value $.0066          650,000 shs.(2)             $5.365                $3,487,250              $282.12

=======================  ======================= ======================= =======================  ======================
(1)  Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c), based upon the average
of high and low prices of the Company's Common Stock on the Nasdaq National Market System on March 3, 2003.
(2)  The Registration Statement also covers an indeterminate number of additional shares of Common Stock which may become
issuable pursuant to anti-dilution and adjustment provisions of the Plan.
</TABLE>




<PAGE>


                          NU HORIZONS ELECTRONICS CORP.

                    SUMMARY OF NU HORIZONS ELECTRONICS CORP.
                 2002 KEY EMPLOYEE STOCK OPTION PLAN, AS AMENDED


     In May 2002,  in order to  attract  and  retain  persons  necessary  for Nu
Horizon's  success,  its board of directors adopted the Nu Horizons  Electronics
Corp.  2002 Key Employee Stock Option Plan. The plan covers up to 650,000 shares
of common stock pursuant to which officers and employees of, and consultants to,
Nu  Horizons'  and its  subsidiaries  and  affiliates,  are  eligible to receive
non-qualified stock options.  Shares of common stock issued upon the exercise of
options  granted  pursuant  to the  plan  will  generally  be from Nu  Horizons'
authorized but unissued shares or treasury  shares.  The plan,  which expires on
May 22,  2002,  will be  administered  by Nu Horizons  board of  directors  or a
committee designated by the board of directors consisting of two or more members
of the board, all of whom shall be non-employee directors. Members of each class
of the board of directors  are elected every three years for three year terms by
Nu Horizons  stockholders.  Members of the committee which  administers the plan
may be removed or replaced at any time by the board of directors.  The selection
of  participants,  allotments  of  shares,  determination  of  price  and  other
conditions relating to options will be determined by the board of directors,  or
the committee, in its sole discretion, subject to the limitations of the plan.

     The plan may be amended,  suspended or terminated by the board of directors
or the committee,  except that amendments of material provisions of the plan may
not be made without stockholder approval.

     Stock options  granted under the plan are exercisable for a period of up to
ten years from the date of grant at an  exercise  price equal to the fair market
value of the Common Stock on the date of the grant.

     Options   granted   pursuant  to  the  plan  may  not  be  sold,   pledged,
hypothecated,  transferred or disposed of in any manner other than by will or by
the laws of descent or distribution  or, to the extent permitted by the board or
the committee.

     If any optionee ceases to serve as an officer or employee of, or consultant
to, Nu Horizons or any parent or  subsidiary  company,  he may,  but only within
three (3) months after the date he ceases to be employed, exercise his option to
the  extent  that  he was  entitled  to  exercise  it as of  the  date  of  such
termination. To the extent that he was not entitled to exercise an option at the
date of such  termination,  or he does not  exercise  the  option  (which he was
entitled to exercise) within the time specified therein,  the option terminates.
Notwithstanding  the  foregoing,  in the event of the death of an  optionee  (1)
while an  employee,  or (2) within  three (3) months  after  termination  of all
employment  (other than for total  disability)  or (3) within one (1) year after
termination  on account of total  disability of all  employment,  the optionee's
estate or any person who acquires the right to exercise the option by bequest or
inheritance  or by  reason  of the  death  of the  optionee  may  exercise  such
optionee's  option at any time within the three (3) year period from the date of
death. In the case of clauses (1) and (3) above, the option shall be exercisable
in full for all the remaining shares covered thereby,  but in the case of clause
(2), the option shall be  exercisable  only to the extent it was  exercisable on
the date of such  termination of employment or service.  In no case is an option
exercisable after its expiration date.

     In the  event  of a  change  in  control  (as  defined  in the  plan) of Nu
Horizons,  at the  option  of  the  board  or the  committee,  (a)  all  options
outstanding  on the date of the change in control shall become  immediately  and
fully  exercisable,  and (b) an optionee  will be  permitted  to  surrender  for
cancellation  within  sixty (60) days after the change in control  any option or
portion of an option  which was  granted  more than six (6) months  prior to the
date of such surrender,  to the extent not yet exercised,  and to receive a cash
payment in an amount  equal to the excess,  if any, of the fair market value (as
defined in the plan),  on the date of  surrender,  of the shares of common stock
subject  to the  option  or  portion  thereof  surrendered,  over the  aggregate
purchase price for such Shares.


<PAGE>


     Nu Horizons' reports and registration  statements filed with the Securities
and Exchange  Commission  pursuant to the provisions of the Securities  Exchange
Act of 1934 are incorporated by reference herein and these documents, as well as
Nu Horizons' annual report to shareholders and additional  information about the
plan and its administration, are available upon written or oral request from the
Secretary of Nu Horizons,  at its offices at 70 Maxess Road, Melville,  New York
11747,  (631)  396-5000.  Nu Horizons  does not intend to furnish any reports to
participating  employees as to the amount and status of their  options under the
plan.

                         FEDERAL INCOME TAX CONSEQUENCES

     The following is a brief summary of the Federal income tax  consequences as
of the date hereof with respect to options granted under the plan exercised with
cash or common stock or a combination of cash and common stock. This description
of  the  Federal  income  tax  consequences  is  based  upon  law  and  Treasury
interpretations in effect on the date of this prospectus (including proposed and
temporary  regulations  which may be changed when  finalized),  and it should be
understood  that this summary is not  exhaustive,  that the law may change,  and
further that special rules may apply with respect to situations not specifically
discussed herein.  Careful attention should also be given to state and local tax
consequences.  As such,  optionees are urged to consult with their own qualified
tax advisors.

         Exercise of Non-Qualified Options with Cash

     No taxable  income  will be realized  by the  optionee  upon the grant of a
non-qualified  option.  On exercise,  the excess of the fair market value of the
stock at the  time of  exercise  over the  option  price of such  stock  will be
compensation and (i) will be taxable at ordinary income tax rates in the year of
exercise,  (ii) will be subject to withholding  for Federal income tax purposes,
and (iii)  generally  will be an allowable  income tax deduction to Nu Horizons.
The  optionee's  tax basis for stock  acquired upon exercise of a  non-qualified
option  will be equal to the option  price  paid for the stock plus any  amounts
included in income as compensation. Upon the sale of shares acquired pursuant to
exercise  of a  non-qualified  option,  the  optionee  will  have  long-term  or
short-term capital gain or loss depending on the holding period.

     If the  optionee  is subject to  restrictions  under  Section  16(b) of the
Exchange Act at exercise,  (i) he will not be taxed at the time of exercise, and
will instead be taxed when the Section 16(b) restrictions lapse (which is deemed
under  Treasury  regulations  to be six months after the date of issuance of the
shares),  based on the excess (if any) at that time or, if earlier,  at the time
of the sale of such shares, of the fair market value of the shares received over
the option  price,  and (ii) the  holding  period for  purposes  of  determining
entitlement to long-term or short-term capital gain or loss, as the case may be,
will commence on the earlier of the date of sale of such shares or the date that
the Section 16(b) restrictions lapse.  However, such an optionee may elect under
Section 83(b) of the Internal  Revenue Code of 1986, as amended,  to be taxed at
the time of exercise of the option,  based on the excess (if any) at the time of
exercise of the fair market value of the shares  received over the option price,
in which  event  the  holding  period  will  commence  on the date of  transfer.
Optionees  who are  subject  to  Section  16(b)  restrictions  should  consult a
qualified tax advisor  regarding the  advisability  of a Section 83(b) election,
which must be made within 30 days following the exercise of the shares.

         Exercise of Non-Qualified Options with Common Stock

     Based on a 1980 Revenue Ruling,  if shares  previously  acquired other than
upon exercise of an incentive  stock option are  surrendered  in full or partial
payment of the exercise price of a  non-qualified  option,  then no gain or loss
will be  recognized  by the  optionee,  on the date of exercise,  for the shares
which have an  aggregate  fair market value equal to the  aggregate  fair market
value of the shares  surrendered.  These shares received are called  replacement
shares.  The optionee will have a basis in the  replacement  shares equal to the
basis of the shares surrendered, and the optionee's holding period (for purposes
of  determining  entitlement  to  short-term  or long-term  capital gain or loss
treatment on a subsequent  disposition of the Replacement Shares) will generally
include the period during which the surrendered shares were held.




<PAGE>


     In the event that the optionee  receives any additional  shares in addition
to the  replacement  shares on such  exercise,  then (i) the  excess of the fair
market value of all of the shares received over the sum of the fair market value
of the shares  surrendered  plus any cash  payments  made by the optionee on the
exercise  of the  option  will be treated as  compensation  taxable as  ordinary
income (and subject to withholding), (ii) the optionee's basis in the additional
shares  will be  equal to the sum of the  amount  taxed as  ordinary  income  on
exercise plus the amount of any cash  payments  made on exercise,  and (iii) the
holding  period  for  the   additional   shares  (for  purposes  of  determining
entitlement  to long-term  or  short-term  capital  gain or loss  treatment on a
subsequent disposition of the additional shares) will begin when such additional
shares are issued to the optionee.

     In the absence of new published  rulings to the  contrary,  it would appear
that rules similar to those that apply under the 1980 Revenue Ruling would apply
to the exercise of a non-qualified  option using shares  previously  acquired by
exercising an incentive  stock  option.  Based on the 1980 Revenue  Ruling,  the
exercise  of  a  non-qualified   option  using  shares  previously  acquired  by
exercising  an  incentive  stock  option  would not  result in a  "disqualifying
disposition" of such shares.

         Information Reporting

     Pursuant to applicable  tax  regulations,  Nu Horizons will provide to each
optionee  and to the  appropriate  tax  authorities  information  regarding  the
exercises of non-qualified options on Form W-2.

               RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                          ACQUIRED PURSUANT TO THE PLAN

     Participants in the plan who receive shares of common stock pursuant to the
exercise  of  options  may from time to time  sell all or a part of such  common
stock. In some instances,  there may be restrictions on the amount and manner of
such sales by reason of  pertinent  provisions  of the  securities  laws and the
rules  thereunder.  Optionees  should  consult  with  legal  counsel  about  the
securities law  implications  of the exercise of options and the  acquisition or
disposition of shares of common stock under the plan.

     Pursuant to Section  16(b) of the Exchange  Act, if an  optionee,  while an
officer,  director or ten percent (10%) stockholder of Nu Horizons, (i) acquires
any equity  security of Nu Horizons  (other than shares of common stock acquired
under the plan or another stock option plan of Nu Horizons if the exercise price
of the option  pursuant to which such shares of common stock were  acquired does
not exceed the fair  market  value  thereof at the time of  exercise),  and (ii)
within six months before or after such acquisition  sells any equity security of
Nu Horizons,  including common stock acquired under the plan, then such optionee
will be  required  to repay to Nu Horizons  any profit  attributable  to the two
transactions.

     In the event of any  inconsistency  between this summary and the plan,  the
terms of the plan shall govern.

     This document  constitutes  part of a prospectus  covering  securities that
have been registered under the Securities Act of 1933.




<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

          The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) and (b) below:

          (a)The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
             ended February 28, 2002;

          (b)The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
             quarters ended May 31, 2002, August 31, 2002 and November 30, 2002;

          (c)The Registrant's Proxy Statement dated August 12, 2002; and

          (d)The  description  of the class of securities to be offered which is
             contained in a registration statement filed under Section 12 of the
             Securities  Exchange Act of 1934 (File No.  1-8798)  including  any
             amendment  or  report  filed  for  the  purpose  of  updating  such
             description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which indicates that all securities  offered have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be  incorporated  by reference in 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.
         -----------------------------------------

     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the

                                      II-1
<PAGE>


defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The  officers and  directors  of the Company are covered by  officers'  and
directors'  liability  insurance.  The  policy  coverage  is  $5,000,000,  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible for each loss under the policy of $50,000.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

       4    2002 Key Employee Stock Option Plan, as amended.

       5    Opinion and consent of Kramer,  Coleman,  Wactlar &  Lieberman, P.C.

      23.1  Consent of Kramer, Coleman, Wactlar & Lieberman, P.C. -
            included in their opinion filed as Exhibit 5.

      23.2  Consent of Lazar Levine & Felix LLP.

      24    Powers of Attorney.

 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:

              (i) To include any prospectus  required by Section 10(a)(3) of the
              Securities Act of 1933;

              (ii) To  reflect  in the  prospectus  any facts or events  arising
              after the  effective  date of the  Registration  Statement (or the
              most recent post-effective amendment thereof) which,  individually
              or in  the  aggregate,  represent  a  fundamental  change  in  the
              information   set   forth   in   the    Registration    Statement.
              Notwithstanding the foregoing,  any increase or decrease in volume
              of  securities  offered (if the total dollar  value of  securities
              offered  would  not  exceed  that  which was  registered)  and any
              deviation  from  the  low or  high  end of the  estimated  maximum
              offering  range may be reflected in the form of  prospectus  filed
              with the Commission  pursuant to Rule 424(b) if, in the aggregate,
              the changes in volume and price  represent no more than 20 percent
              change in the maximum  aggregate  offering  price set forth in the
              "Calculation   of   Registration   Fee"  table  in  the  effective
              registration statement;

              (iii) To include any material information with respect to the plan
              of  distribution  not  previously  disclosed  in the  Registration
              Statement  or any  material  change  to  such  information  in the
              Registration   Statement;   provided,   however,  that  paragraphs
              (a)(l)(i)  and  (a)(l)(ii)  do  not  apply  if  the   Registration
              Statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3,  and  the
              information required to be included in a post-effective  amendment
              by those paragraphs is


                                      II-2
<PAGE>


              contained in periodic reports filed by the Registrant  pursuant to
              section 13 or section 15(d) of the Securities Exchange Act of 1934
              that are incorporated by reference in the Registration Statement.

     (2)  That,  for  the  purposes  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) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  Registration  Statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at the time shall be deemed to be the  initial  bona fide
     offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 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 Act 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
     policy as expressed  in the Act and will be governed by final  adjudication
     of such issue.




                                      II-3
<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
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 Melville, New York on the 6th day of March, 2003.

                                          NU HORIZONS ELECTRONICS CORP.

                                      By: \s\Arthur Nadata
                                          ------------------------
                                          Arthur Nadata
                                          President and Chief Exeuctive Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration  Statement has been signed on March 6, 2003, by the following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Arthur Nadata and Paul Durando, and each of them acting
individually,   with  full   power  of   substitution,   our  true  and   lawful
attorneys-in-fact  and  agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem  necessary or advisable to enable Nu Horizons  Electronics  Corp. to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including post- effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.


      Signature                         Title


\s\Irving Lubman
--------------------- Chairman of the Board and
Irving Lubman          Chief Operating Officer

\s\Arthur Nadata
--------------------- President, CEO and Director
Arthur Nadata         (Principal Executive Officer)

\s\Richard Schuster   Vice President, Secretary and Director
---------------------
Richard Schuster

\s\Paul Durando       Vice President-Finance, Chief Financial Officer, Treasurer
---------------------  and Director (Principal Financial and Accounting Officer)
Paul Durando

\s\Herbert M. Gardner Director
---------------------
Herbert M. Gardner

\s\Harvey R. Blau     Director
---------------------
Harvey R. Blau

\s\Dominic Polimeni   Director
---------------------
Dominic Polimeni

\s\David Siegel       Director
---------------------
David Siegel
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Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                          NU HORIZONS ELECTRONICS CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                       11-2621097
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

70 Maxess Road, Melville, New York                          11747
(Address of principal executive offices)                 (Zip Code)

 NU HORIZONS ELECTRONICS CORP. 2002 KEY EMPLOYEE STOCK OPTION PLAN, AS AMENDED
                            (Full Title of the Plan)

                            Arthur Nadata, President
                          Nu Horizons Electronics Corp.
                                 70 Maxess Road
                            Melville, New York 11747
                     (Name and address of agent for service)

                                 (516) 396-5000
          (Telephone number, including area code, of agent for service)

                                    copy to:
                            Nancy D. Lieberman, Esq.
                   Kramer, Coleman, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
CALCULATION OF REGISTRATION FEE
Title of Each                                  Proposed Minimum        Proposed Maximum
  Class of Securities         Amount to be         Offering Price Per      Aggregate Offering         Amount of
   To be Registered            Registered             Security (1)              Price (1)          Registration Fee
     Common Stock,
   par value $.0066          650,000 shs.(2)             $5.365                $3,487,250              $282.12

=======================  ======================= ======================= =======================  ======================
(1)  Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c), based upon the average
of high and low prices of the Company's Common Stock on the Nasdaq National Market System on March 3, 2003.
(2)  The Registration Statement also covers an indeterminate number of additional shares of Common Stock which may become
issuable pursuant to anti-dilution and adjustment provisions of the Plan.
NU HORIZONS ELECTRONICS CORP.

                    SUMMARY OF NU HORIZONS ELECTRONICS CORP.
                 2002 KEY EMPLOYEE STOCK OPTION PLAN, AS AMENDED

     In May 2002,  in order to  attract  and  retain  persons  necessary  for Nu
Horizon's  success,  its board of directors adopted the Nu Horizons  Electronics
Corp.  2002 Key Employee Stock Option Plan. The plan covers up to 650,000 shares
of common stock pursuant to which officers and employees of, and consultants to,
Nu  Horizons'  and its  subsidiaries  and  affiliates,  are  eligible to receive
non-qualified stock options.  Shares of common stock issued upon the exercise of
options  granted  pursuant  to the  plan  will  generally  be from Nu  Horizons'
authorized but unissued shares or treasury  shares.  The plan,  which expires on
May 22,  2002,  will be  administered  by Nu Horizons  board of  directors  or a
committee designated by the board of directors consisting of two or more members
of the board, all of whom shall be non-employee directors. Members of each class
of the board of directors  are elected every three years for three year terms by
Nu Horizons  stockholders.  Members of the committee which  administers the plan
may be removed or replaced at any time by the board of directors.  The selection
of  participants,  allotments  of  shares,  determination  of  price  and  other
conditions relating to options will be determined by the board of directors,  or
the committee, in its sole discretion, subject to the limitations of the plan.

     The plan may be amended,  suspended or terminated by the board of directors
or the committee,  except that amendments of material provisions of the plan may
not be made without stockholder approval.

     Stock options  granted under the plan are exercisable for a period of up to
ten years from the date of grant at an  exercise  price equal to the fair market
value of the Common Stock on the date of the grant.

     Options   granted   pursuant  to  the  plan  may  not  be  sold,   pledged,
hypothecated,  transferred or disposed of in any manner other than by will or by
the laws of descent or distribution  or, to the extent permitted by the board or
the committee.

     If any optionee ceases to serve as an officer or employee of, or consultant
to, Nu Horizons or any parent or  subsidiary  company,  he may,  but only within
three (3) months after the date he ceases to be employed, exercise his option to
the  extent  that  he was  entitled  to  exercise  it as of  the  date  of  such
termination. To the extent that he was not entitled to exercise an option at the
date of such  termination,  or he does not  exercise  the  option  (which he was
entitled to exercise) within the time specified therein,  the option terminates.
Notwithstanding  the  foregoing,  in the event of the death of an  optionee  (1)
while an  employee,  or (2) within  three (3) months  after  termination  of all
employment  (other than for total  disability)  or (3) within one (1) year after
termination  on account of total  disability of all  employment,  the optionee's
estate or any person who acquires the right to exercise the option by bequest or
inheritance  or by  reason  of the  death  of the  optionee  may  exercise  such
optionee's  option at any time within the three (3) year period from the date of
death. In the case of clauses (1) and (3) above, the option shall be exercisable
in full for all the remaining shares covered thereby,  but in the case of clause
(2), the option shall be  exercisable  only to the extent it was  exercisable on
the date of such  termination of employment or service.  In no case is an option
exercisable after its expiration date.

     In the  event  of a  change  in  control  (as  defined  in the  plan) of Nu
Horizons,  at the  option  of  the  board  or the  committee,  (a)  all  options
outstanding  on the date of the change in control shall become  immediately  and
fully  exercisable,  and (b) an optionee  will be  permitted  to  surrender  for
cancellation  within  sixty (60) days after the change in control  any option or
portion of an option  which was  granted  more than six (6) months  prior to the
date of such surrender,  to the extent not yet exercised,  and to receive a cash
payment in an amount  equal to the excess,  if any, of the fair market value (as
defined in the plan),  on the date of  surrender,  of the shares of common stock
subject  to the  option  or  portion  thereof  surrendered,  over the  aggregate
purchase price for such Shares.
Nu Horizons' reports and registration  statements filed with the Securities
and Exchange  Commission  pursuant to the provisions of the Securities  Exchange
Act of 1934 are incorporated by reference herein and these documents, as well as
Nu Horizons' annual report to shareholders and additional  information about the
plan and its administration, are available upon written or oral request from the
Secretary of Nu Horizons,  at its offices at 70 Maxess Road, Melville,  New York
11747,  (631)  396-5000.  Nu Horizons  does not intend to furnish any reports to
participating  employees as to the amount and status of their  options under the
plan.

                         FEDERAL INCOME TAX CONSEQUENCES

     The following is a brief summary of the Federal income tax  consequences as
of the date hereof with respect to options granted under the plan exercised with
cash or common stock or a combination of cash and common stock. This description
of  the  Federal  income  tax  consequences  is  based  upon  law  and  Treasury
interpretations in effect on the date of this prospectus (including proposed and
temporary  regulations  which may be changed when  finalized),  and it should be
understood  that this summary is not  exhaustive,  that the law may change,  and
further that special rules may apply with respect to situations not specifically
discussed herein.  Careful attention should also be given to state and local tax
consequences.  As such,  optionees are urged to consult with their own qualified
tax advisors.

         Exercise of Non-Qualified Options with Cash

     No taxable  income  will be realized  by the  optionee  upon the grant of a
non-qualified  option.  On exercise,  the excess of the fair market value of the
stock at the  time of  exercise  over the  option  price of such  stock  will be
compensation and (i) will be taxable at ordinary income tax rates in the year of
exercise,  (ii) will be subject to withholding  for Federal income tax purposes,
and (iii)  generally  will be an allowable  income tax deduction to Nu Horizons.
The  optionee's  tax basis for stock  acquired upon exercise of a  non-qualified
option  will be equal to the option  price  paid for the stock plus any  amounts
included in income as compensation. Upon the sale of shares acquired pursuant to
exercise  of a  non-qualified  option,  the  optionee  will  have  long-term  or
short-term capital gain or loss depending on the holding period.

     If the  optionee  is subject to  restrictions  under  Section  16(b) of the
Exchange Act at exercise,  (i) he will not be taxed at the time of exercise, and
will instead be taxed when the Section 16(b) restrictions lapse (which is deemed
under  Treasury  regulations  to be six months after the date of issuance of the
shares),  based on the excess (if any) at that time or, if earlier,  at the time
of the sale of such shares, of the fair market value of the shares received over
the option  price,  and (ii) the  holding  period for  purposes  of  determining
entitlement to long-term or short-term capital gain or loss, as the case may be,
will commence on the earlier of the date of sale of such shares or the date that
the Section 16(b) restrictions lapse.  However, such an optionee may elect under
Section 83(b) of the Internal  Revenue Code of 1986, as amended,  to be taxed at
the time of exercise of the option,  based on the excess (if any) at the time of
exercise of the fair market value of the shares  received over the option price,
in which  event  the  holding  period  will  commence  on the date of  transfer.
Optionees  who are  subject  to  Section  16(b)  restrictions  should  consult a
qualified tax advisor  regarding the  advisability  of a Section 83(b) election,
which must be made within 30 days following the exercise of the shares.

         Exercise of Non-Qualified Options with Common Stock

     Based on a 1980 Revenue Ruling,  if shares  previously  acquired other than
upon exercise of an incentive  stock option are  surrendered  in full or partial
payment of the exercise price of a  non-qualified  option,  then no gain or loss
will be  recognized  by the  optionee,  on the date of exercise,  for the shares
which have an  aggregate  fair market value equal to the  aggregate  fair market
value of the shares  surrendered.  These shares received are called  replacement
shares.  The optionee will have a basis in the  replacement  shares equal to the
basis of the shares surrendered, and the optionee's holding period (for purposes
of  determining  entitlement  to  short-term  or long-term  capital gain or loss
treatment on a subsequent  disposition of the Replacement Shares) will generally
include the period during which the surrendered shares were held.
In the event that the optionee  receives any additional  shares in addition
to the  replacement  shares on such  exercise,  then (i) the  excess of the fair
market value of all of the shares received over the sum of the fair market value
of the shares  surrendered  plus any cash  payments  made by the optionee on the
exercise  of the  option  will be treated as  compensation  taxable as  ordinary
income (and subject to withholding), (ii) the optionee's basis in the additional
shares  will be  equal to the sum of the  amount  taxed as  ordinary  income  on
exercise plus the amount of any cash  payments  made on exercise,  and (iii) the
holding  period  for  the   additional   shares  (for  purposes  of  determining
entitlement  to long-term  or  short-term  capital  gain or loss  treatment on a
subsequent disposition of the additional shares) will begin when such additional
shares are issued to the optionee.

     In the absence of new published  rulings to the  contrary,  it would appear
that rules similar to those that apply under the 1980 Revenue Ruling would apply
to the exercise of a non-qualified  option using shares  previously  acquired by
exercising an incentive  stock  option.  Based on the 1980 Revenue  Ruling,  the
exercise  of  a  non-qualified   option  using  shares  previously  acquired  by
exercising  an  incentive  stock  option  would not  result in a  "disqualifying
disposition" of such shares.

         Information Reporting

     Pursuant to applicable  tax  regulations,  Nu Horizons will provide to each
optionee  and to the  appropriate  tax  authorities  information  regarding  the
exercises of non-qualified options on Form W-2.

               RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                          ACQUIRED PURSUANT TO THE PLAN

     Participants in the plan who receive shares of common stock pursuant to the
exercise  of  options  may from time to time  sell all or a part of such  common
stock. In some instances,  there may be restrictions on the amount and manner of
such sales by reason of  pertinent  provisions  of the  securities  laws and the
rules  thereunder.  Optionees  should  consult  with  legal  counsel  about  the
securities law  implications  of the exercise of options and the  acquisition or
disposition of shares of common stock under the plan.

     Pursuant to Section  16(b) of the Exchange  Act, if an  optionee,  while an
officer,  director or ten percent (10%) stockholder of Nu Horizons, (i) acquires
any equity  security of Nu Horizons  (other than shares of common stock acquired
under the plan or another stock option plan of Nu Horizons if the exercise price
of the option  pursuant to which such shares of common stock were  acquired does
not exceed the fair  market  value  thereof at the time of  exercise),  and (ii)
within six months before or after such acquisition  sells any equity security of
Nu Horizons,  including common stock acquired under the plan, then such optionee
will be  required  to repay to Nu Horizons  any profit  attributable  to the two
transactions.

     In the event of any  inconsistency  between this summary and the plan,  the
terms of the plan shall govern.

     This document  constitutes  part of a prospectus  covering  securities that
have been registered under the Securities Act of 1933.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

          The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) and (b) below:

          (a)The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
             ended February 28, 2002;

          (b)The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
             quarters ended May 31, 2002, August 31, 2002 and November 30, 2002;

          (c)The Registrant's Proxy Statement dated August 12, 2002; and

          (d)The  description  of the class of securities to be offered which is
             contained in a registration statement filed under Section 12 of the
             Securities  Exchange Act of 1934 (File No.  1-8798)  including  any
             amendment  or  report  filed  for  the  purpose  of  updating  such
             description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which indicates that all securities  offered have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be  incorporated  by reference in 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.
         -----------------------------------------

     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the

                                      II-1
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The  officers and  directors  of the Company are covered by  officers'  and
directors'  liability  insurance.  The  policy  coverage  is  $5,000,000,  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible for each loss under the policy of $50,000.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

       4    2002 Key Employee Stock Option Plan, as amended.

       5    Opinion and consent of Kramer,  Coleman,  Wactlar &  Lieberman, P.C.

      23.1  Consent of Kramer, Coleman, Wactlar & Lieberman, P.C. -
            included in their opinion filed as Exhibit 5.

      23.2  Consent of Lazar Levine & Felix LLP.

      24    Powers of Attorney.

 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:

              (i) To include any prospectus  required by Section 10(a)(3) of the
              Securities Act of 1933;

              (ii) To  reflect  in the  prospectus  any facts or events  arising
              after the  effective  date of the  Registration  Statement (or the
              most recent post-effective amendment thereof) which,  individually
              or in  the  aggregate,  represent  a  fundamental  change  in  the
              information   set   forth   in   the    Registration    Statement.
              Notwithstanding the foregoing,  any increase or decrease in volume
              of  securities  offered (if the total dollar  value of  securities
              offered  would  not  exceed  that  which was  registered)  and any
              deviation  from  the  low or  high  end of the  estimated  maximum
              offering  range may be reflected in the form of  prospectus  filed
              with the Commission  pursuant to Rule 424(b) if, in the aggregate,
              the changes in volume and price  represent no more than 20 percent
              change in the maximum  aggregate  offering  price set forth in the
              "Calculation   of   Registration   Fee"  table  in  the  effective
              registration statement;

              (iii) To include any material information with respect to the plan
              of  distribution  not  previously  disclosed  in the  Registration
              Statement  or any  material  change  to  such  information  in the
              Registration   Statement;   provided,   however,  that  paragraphs
              (a)(l)(i)  and  (a)(l)(ii)  do  not  apply  if  the   Registration
              Statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3,  and  the
              information required to be included in a post-effective  amendment
              by those paragraphs is

                                      II-2
contained in periodic reports filed by the Registrant  pursuant to
              section 13 or section 15(d) of the Securities Exchange Act of 1934
              that are incorporated by reference in the Registration Statement.

     (2)  That,  for  the  purposes  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) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  Registration  Statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at the time shall be deemed to be the  initial  bona fide
     offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 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 Act 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
     policy as expressed  in the Act and will be governed by final  adjudication
     of such issue.

                                      II-3
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
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 Melville, New York on the 6th day of March, 2003.

                                          NU HORIZONS ELECTRONICS CORP.

                                      By: \s\Arthur Nadata
                                          ------------------------
                                          Arthur Nadata
                                          President and Chief Exeuctive Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration  Statement has been signed on March 6, 2003, by the following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Arthur Nadata and Paul Durando, and each of them acting
individually,   with  full   power  of   substitution,   our  true  and   lawful
attorneys-in-fact  and  agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem  necessary or advisable to enable Nu Horizons  Electronics  Corp. to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including post- effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

      Signature                         Title

\s\Irving Lubman
--------------------- Chairman of the Board and
Irving Lubman          Chief Operating Officer

\s\Arthur Nadata
--------------------- President, CEO and Director
Arthur Nadata         (Principal Executive Officer)

\s\Richard Schuster   Vice President, Secretary and Director
---------------------
Richard Schuster

\s\Paul Durando       Vice President-Finance, Chief Financial Officer, Treasurer
---------------------  and Director (Principal Financial and Accounting Officer)
Paul Durando

\s\Herbert M. Gardner Director
---------------------
Herbert M. Gardner

\s\Harvey R. Blau     Director
---------------------
Harvey R. Blau

\s\Dominic Polimeni   Director
---------------------
Dominic Polimeni

\s\David Siegel       Director
---------------------
David Siegel