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 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                            (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          150,000 shs.(2)               $5.365               $804,750                  $65.11

=======================  ======================= ======================= =======================  ======================
(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 OUTSIDE DIRECTORS' STOCK OPTION PLAN


         The Nu Horizons  Electronics Corp. 2002 Outside Directors' Stock Option
Plan covers up to 150,000  shares of common stock pursuant to which Nu Horizons'
outside directors 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, 2012,  will be  administered  by Nu
Horizons board of directors.

         Under  the  plan,  commencing  with the  annual  meeting  held in 2003,
non-employee  board  members will  receive an automatic  option grant for 15,000
shares of common stock on the date of each annual meeting during the term of the
plan during  which he or she is serving as director  provided  (1) he or she has
served on the board of directors at least three full months prior to the date of
grant and (2) the grant is subject to his or her continued service as an outside
director.

         The  plan may be  amended,  suspended  or  terminated  by the  board of
directors.

         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.

         Stock  options  granted  under  the  plan  become  exercisable  only in
installments as follows:

     o up to thirty-three and one-third percent (33 1/3%) on the date of grant;

     o up to sixty-six and two-thirds  percent (662/3%) of the subject shares on
and after the first anniversary of the date of grant; and

     o up to all of the subject  shares on and after the second  anniversary  of
the date of the grant of such option.

         Upon the exercise of stock option, optionees may pay the exercise price
in cash,  by certified or bank  cashiers  check or, at Nu Horizons'  option,  in
shares of common  stock valued at its fair market value on the date of exercise,
or a combination of cash and stock.

         A stock option is exercisable  during the  optionee's  lifetime only by
him and cannot be exercised by him unless,  at all times since the date of grant
and at the time of  exercise,  he is serving as a director,  except  that,  upon
termination of his service (other than (1) by death or (2) by total disability),
he may exercise an option for a period of three months after his termination but
only to the extent such option is exercisable on the date of such termination.

         Upon  termination of all employment by total  disability or death,  the
optionee, the optionee's estate or any person who acquires the right to exercise
such option by bequest or  inheritance  or by reason of the total  disability or
death of the optionee, as the case may be, may exercise such options at any time
within  twelve months after  termination,  but only to the extent such option is
exercisable on the date of such termination.





<PAGE>



         In the  event of a change in  control  (as  defined  in the plan) of Nu
Horizons,  at the option of the board , (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



<PAGE>



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.




<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 Outside Directors' Stock Option Plan.

         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 Executive 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
Paul Durando           and Director (Principal Financial and Accounting Officer)


\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


<PAGE>
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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 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                            (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          150,000 shs.(2)               $5.365               $804,750                  $65.11

=======================  ======================= ======================= =======================  ======================
(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 OUTSIDE DIRECTORS' STOCK OPTION PLAN

         The Nu Horizons  Electronics Corp. 2002 Outside Directors' Stock Option
Plan covers up to 150,000  shares of common stock pursuant to which Nu Horizons'
outside directors 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, 2012,  will be  administered  by Nu
Horizons board of directors.

         Under  the  plan,  commencing  with the  annual  meeting  held in 2003,
non-employee  board  members will  receive an automatic  option grant for 15,000
shares of common stock on the date of each annual meeting during the term of the
plan during  which he or she is serving as director  provided  (1) he or she has
served on the board of directors at least three full months prior to the date of
grant and (2) the grant is subject to his or her continued service as an outside
director.

         The  plan may be  amended,  suspended  or  terminated  by the  board of
directors.

         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.

         Stock  options  granted  under  the  plan  become  exercisable  only in
installments as follows:

     o up to thirty-three and one-third percent (33 1/3%) on the date of grant;

     o up to sixty-six and two-thirds  percent (662/3%) of the subject shares on
and after the first anniversary of the date of grant; and

     o up to all of the subject  shares on and after the second  anniversary  of
the date of the grant of such option.

         Upon the exercise of stock option, optionees may pay the exercise price
in cash,  by certified or bank  cashiers  check or, at Nu Horizons'  option,  in
shares of common  stock valued at its fair market value on the date of exercise,
or a combination of cash and stock.

         A stock option is exercisable  during the  optionee's  lifetime only by
him and cannot be exercised by him unless,  at all times since the date of grant
and at the time of  exercise,  he is serving as a director,  except  that,  upon
termination of his service (other than (1) by death or (2) by total disability),
he may exercise an option for a period of three months after his termination but
only to the extent such option is exercisable on the date of such termination.

         Upon  termination of all employment by total  disability or death,  the
optionee, the optionee's estate or any person who acquires the right to exercise
such option by bequest or  inheritance  or by reason of the total  disability or
death of the optionee, as the case may be, may exercise such options at any time
within  twelve months after  termination,  but only to the extent such option is
exercisable on the date of such termination.
In the  event of a change in  control  (as  defined  in the plan) of Nu
Horizons,  at the option of the board , (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 Outside Directors' Stock Option Plan.

         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 Executive 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
Paul Durando           and Director (Principal Financial and Accounting Officer)

\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