As filed with the Securities and Exchange Commission on April 10, 1998
                            Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM S-8/S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                    New York
         (State or other jurisdiction of incorporation or organization)

                                   11-1978958
                      (I.R.S. Employer Identification No.)

                   145 Oser Avenue, Hauppauge, New York 11788
          (Address of Principal Executive Offices, including zip code)

                  Jaco Electronics, Inc. Restricted Stock Plan
                Stock Options Agreement of Joseph F. Hickey, Jr.
                            (Full Title of the Plan)

                 Joel H. Girsky                        Copy to:
                   President                      Michael R. Reiner, Esq.
             Jaco Electronics, Inc.       Morrison Cohen Singer & Weinstein, LLP
                145 Oser Avenue                    750 Lexington Avenue
              Hauppauge, NY 11788                   New York, NY 10022
                 (516) 273-5500                        (212) 735-8600

 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)

     Approximate date of commencement of proposed sale to the public: From
     time to time after the effective date of this Registration Statement.


     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
 this registration statement covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan(s) described herein.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

      Title of Each Class of          Amount to be      Proposed Maximum Offering        Proposed Maximum           Amount of
    Securities to be Registered      Registered (1)        Price per Share           Aggregate Offering Price  Registration Fee
==================================  ================ ==============================  ========================= ==================
<S>           <C>                            <C>             <C>                           <C>                     
Common Stock, $.10 par value                 300,000         $6.888  (2)                $2,006,400                $591.89
                                                                                   ------------------
Common Stock, $.10 par value                  10,000          $7.00                       $ 70,000                $ 20.65
                                Total ........................................................................    $612.54
</TABLE>

(1) This Registration Statement also includes an indeterminable number of shares
of Common Stock which may be issued  under the  antidilution  provisions  of the
plans.

(2)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
accordance  with Rule 457 under the  Securities  Act of 1933,  as  amended,  and
constitutes  the  average  of the bid and  asked  price of the  Common  Stock as
reported on the Nasdaq National Market on April 10,1998.





<PAGE>



                                EXPLANATORY NOTE

         This  Registration  Statement on Form S-8/S-3  contains two parts.  The
first part  contains  a  prospectus  pursuant  to Form S-3 (in  accordance  with
Section C of the General  Instructions  to Form S-8) which  covers  reoffers and
resales of control securities and restricted  securities of the Registrant which
have been issued or which shall be issued pursuant to the Jaco Electronics, Inc.
Restricted  Stock Plan and the Stock Option  Agreement of Joseph F. Hickey,  Jr.
The second part  contains  Information  Required in the  Registration  Statement
pursuant to Part II of Form S-8 and certain items from  Information Not Required
in the Prospectus  pursuant to Part II of Form S-3. Pursuant to the Note to Part
I of Form S-8, the Plan Information  specified by Part I is not being filed with
the Securities and Exchange Commission.



                                       ii

<PAGE>



PROSPECTUS

                             JACO ELECTRONICS, INC.

                          75,000 Shares of Common Stock
                           (Par Value $0.10 Per Share)

         This  Prospectus  relates to 75,000  shares  (the  "Shares")  of common
stock,  par value $0.10 per share (the  "Common  Stock"),  of Jaco  Electronics,
Inc., a New York corporation  (the "Company" or "Jaco"),  which may be sold from
time  to  time  by  the  selling   shareholders   named  herein  (the   "Selling
Shareholders").  Of the Shares,  10,000 are issuable to one Selling  Shareholder
pursuant  to  options  (the  "Options")  granted  under a certain  stock  option
agreement between the Company and the Selling Shareholder,  and 65,000 have been
issued  to the  Selling  Shareholders  pursuant  to the Jaco  Electronics,  Inc.
Restricted  Stock Plan (the "Restricted  Stock Plan").  The Company will receive
$7.00 for each Share  issued upon the  exercise of the Options and has  received
$1.00 for each of the 90,000  Shares issued to date under the  Restricted  Stock
Plan  (including  the 65,000  Shares  issued to the Selling  Shareholders).  The
purchase price of the remaining  Shares under the Restricted Stock Plan shall be
determined  by the Board of  Directors.  The Company will not receive any of the
proceeds from the sale of the Shares by the Selling  Shareholders.  All expenses
of registration incurred in connection with this offering are being borne by the
Company;  all selling and other expenses incurred by the Selling Shareholders in
connection   with  the  sale  of  the  Shares  will  be  borne  by  the  Selling
Shareholders.  The Company is not aware of any  underwriting  arrangements  with
respect to the sale of any of the Shares by the Selling Shareholders.

         The  Shares  may  be  offered  by or for  the  account  of the  Selling
Shareholders,  from time to time, on the NASDAQ  National Market or on any stock
exchange  on which the Shares may be listed at the time of sale,  in  negotiated
transactions,  or through a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated  prices.  The Selling
Shareholders  may effect such  transactions  by selling the Shares to or through
broker-dealers   who  may  receive   compensation  in  the  form  of  discounts,
concessions,  or commissions from the Selling Shareholders and/or the purchasers
of the Shares (which  compensation as to a particular  broker-dealer might be in
excess of customary  commissions).  Any  broker-dealer  acquiring  Shares from a
Selling Shareholder may sell such Shares in its normal market making activities,
through  other   brokers  on  a  principal  or  agency   basis,   in  negotiated
transactions,   or  through  a  combination   of  such  methods.   See  "Selling
Shareholders" and "Plan of Distribution."

         The Common  Stock is traded in the  NASDAQ  National  Market  under the
symbol "JACO".  On April 6, 1998 the closing price of the Common Stock was $6.75
per share.
                            ------------------------

            The Common Stock offered hereby involves a high degree of
              risk. See "Risk Factors" commencing on page 5 hereof.

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

                                        1

<PAGE>



                                             

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

         No person has been  authorized to give any  information  or to make any
representation  other than as  contained  or  incorporated  by reference in this
Prospectus,  and any information or representation not contained or incorporated
by reference  herein should not be relied upon as having been  authorized by the
Company.  This Prospectus  does not constitute an offer of any securities  other
than those  described on the cover page or an offer to sell or a solicitation of
an offer to buy the Shares in any State or other  jurisdiction  where, or to any
person to whom, it is unlawful to make such offer.  Neither the delivery of this
Prospectus nor any sales made hereunder,  under any circumstances,  shall create
any  implication  that there has been no change in the  affairs  of the  Company
between the date hereof and the date of any such sale.


                 The date of this Prospectus is April 10, 1998.





                                        2

<PAGE>



                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act")  and,  in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements and other  information may be inspected and copies may be obtained at
the public reference  facilities  maintained by the Commission at Room 1024, 450
Fifth Street, N.W.,  Washington,  D.C. 20549, as well as at the Regional Offices
of the  Commission  at Suite 1400,  Citicorp  Center,  500 West Madison  Street,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York
10048.  Copies of such  information may also be obtained by mail from the Public
Reference Branch of the Commission at 450 Fifth Street, N.W.,  Washington,  D.C.
20549 at prescribed  rates.  The  Commission  maintains a web site that contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants that file electronically  with the Commission.  The Commission's web
site can be accessed at  http://www.sec.gov.  Any such reports, proxy statements
and other  information filed or to be filed by the Company may also be inspected
at the offices of the National  Association of Securities Dealers,  Inc., Market
Listing Section, 1735 K Street, N.W.,  Washington,  D.C. 20006. The Common Stock
is traded on NASDAQ/NMS,  and the Company's  reports (and proxy and  information
statements  when  filed) may be  inspected  at the  offices of The Nasdaq  Stock
Market, Inc., located at 1735 K Street, N.W., Washington, D.C. 20006.

         A Registration Statement on Form S-8/S-3, together with all amendments,
exhibits and  documents  incorporated  therein by reference  (the  "Registration
Statement") has been filed with the Commission under the Securities Act of 1933,
as amended (the  "Securities  Act"),  with respect to the Shares offered by this
Prospectus. This Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto, certain parts
of which  are  omitted  in  accordance  with the rules  and  regulations  of the
Commission.  Statements  made  in  this  Prospectus  as to the  contents  of any
contract,  agreement,  exhibit  or other  document  referred  to herein  are not
necessarily  complete,  and each  statement  is  qualified  in all  respects  by
reference to the copies of documents  filed or  incorporated  by reference as an
exhibit to the  Registration  Statement or otherwise  filed with the Commission.
See also "Incorporation of Certain Documents by Reference."

         The  Company  intends to  furnish  to holders of Common  Stock for each
fiscal year an annual report which contains  consolidated  financial  statements
prepared  in  accordance  with  United  States  generally  accepted   accounting
principles  and  audited  and  reported  on,  with an opinion  expressed  by, an
independent public accounting firm, and such other reports as may be required by
law.






                                        3

<PAGE>



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents (or parts  thereof)  filed by the Company with
the Commission are incorporated by reference in this Prospectus:

          1.   The Annual Report on Form 10-K for the fiscal year ended June 30,
               1997;

          2.   The Quarterly  Reports on Form 10-Q for the fiscal quarters ended
               September 30, 1997 and December 31, 1997;

          3.   Definitive Proxy Statement, dated November 3, 1997 for the Annual
               Meeting of Shareholders held on December 9, 1997;

          4.   All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange  Act since the end of the  fiscal  year  covered  by the
               annual report referred to in (1) above; and

          5.   The  description  of the Common Stock  contained in the Company's
               registration  statement  filed under the Exchange Act registering
               such Common Stock under Section 12 of the Exchange Act, including
               any  amendment or report  filed for the purpose of updating  such
               description.

All documents  filed by the Company  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
filing of a post-effective amendment indicating that all of the Shares have been
sold,  or   deregistering   all  of  the  Shares  that,  at  the  time  of  such
post-effective  amendment,  remain unsold, shall be deemed to be incorporated by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained herein or in any document  incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

         The Company shall furnish without charge to each person,  including any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral  request of such person,  a copy of any or all of the  documents
which  are  incorporated  by  reference  herein  (other  than  exhibits  to such
documents,  unless such exhibits are specifically incorporated by reference into
such  documents).  Written or telephone  requests for such  documents  should be
directed to Mr. Jeffrey Gash, Vice  President-Finance,  Jaco Electronics,  Inc.,
145 Oser Avenue,  Hauppauge,  New York 11788. The Company's  telephone number is
(516) 273-5500.

                                        4

<PAGE>



                                  RISK FACTORS

         Investors  should be aware that  ownership  of the Common  Stock of the
Company  involves certain risks,  including those described  below,  which could
adversely  affect the value of their holdings of Common Stock.  The Company does
not make,  nor has it authorized  any other person to make,  any  representation
about the future  market value of the Company's  Common Stock.  Portions of this
Prospectus contain certain "forward looking"  statements which involve risks and
uncertainties.  The Company's actual results may differ  significantly  from the
results  discussed  in the  forward  looking  statements.  Although  the Company
believes  that  the  assumptions   underlying  the  forward  looking  statements
contained herein are reasonable,  any of the assumptions could prove inaccurate,
and  therefore,  there can be no assurance that the forward  looking  statements
included herein will prove to be accurate.  In addition to the other information
contained  in this  Prospectus,  the  following  factors  should  be  considered
carefully in evaluating an investment in the Shares offered hereby.

         Dependence on Suppliers.  Substantially all of the Company's  inventory
has and will be purchased from suppliers with which the Company has entered into
non-exclusive  distributor agreements.  Such agreements are typically cancelable
on short notice.  These agreements are generally designed to protect the Company
against product obsolescence and price. Currently, the Company has non-exclusive
distribution  agreements  with  many  manufacturers.  However,  there  can be no
assurance that these distribution agreements will not be canceled.

         In the fiscal  year  ended  June 30,  1997,  of the  Company's  top ten
suppliers, only Kemet Electronics Corporation accounted for more than 10% of net
sales and the  remaining  nine each  accounted  for between 9.5% and 2.0% of net
sales.  No other  supplier  accounted  for more than 1% of net sales.  While the
Company does not believe that the loss of any one supplier would have a material
adverse  impact upon the Company,  the Company's  future  success will depend in
large part on maintaining  relationships  with existing suppliers and developing
relationships  with new  ones.  The  loss of,  or  significant  disruptions  in,
relationships  with major suppliers could have a material  adverse effect on the
Company's  business,  since there can be no  assurance  that the Company will be
able to replace lost  suppliers.  As is common in the  electronics  distribution
industry,  from  time  to time  the  Company  has  experienced  terminations  of
relationships  with  suppliers  which  affected  its  results of  operations  in
post-termination fiscal periods.

         At  various  times,  there have been  shortages  of  components  in the
electronics  industry and certain  components,  including certain  semiconductor
devices and capacitors,  have been subject to limited  allocation by some of the
Company's  suppliers.  Although such  shortages and  allocations  have not had a
material  adverse  effect on the  Company's  results of  operations or finances,
there can be no assurance that future  shortages or  allocations  would not have
such an effect on the Company.

     Competition.  The electronics  distribution industry is highly competitive,
primarily with respect to price and product  availability.  The Company competes
with large national distributors as well as regional and specialty distributors,
many of whom distribute the same or competitive 

                                        5

<PAGE>



products.  Some of the Company's  competitors  have  significantly  greater name
recognition and greater financial and other resources than those of the Company.
There can be no assurance that the Company will continue to compete successfully
with  existing  or new  competitors  and  failure to do so would have a material
adverse effect on the Company's operating results.

         In addition,  the printed circuit boards ("PCB") contract manufacturing
industry is highly  fragmented and is characterized by relatively high levels of
volatility,  competition and pricing and margin pressure.  As a turnkey contract
manufacturer  of PCBs,  the Company  procures  the required  raw  materials  and
components,  manages the assembly and test operations,  and supplies the PCBs in
accordance with the customer's  delivery  schedule and quality  requirements for
the finished product. The Company believes that contract manufacturers which are
affiliated  or  integrated  with  electronics   distributors   have  competitive
advantages over comparably-sized,  stand-alone contract manufacturers.  However,
there can be no assurance  that the Company will be able to maintain its current
customers  or obtain  new  customers  in such a  volatile  industry  or that the
Company will be able to obtain  sufficient  raw materials to meet its customers'
needs.

         Dependence on Key Personnel.  The Company is highly  dependent upon the
services of its  executive  officers,  including  Joel H. Girsky,  its Chairman,
President and Treasurer, and Charles B. Girsky, its Executive Vice President and
Director.  The loss of the services of either Joel or Charles Girsky,  or one or
more of the Company's other key executives, could have a material adverse effect
upon the business of the Company.  While the Company  believes  that it would be
able to locate suitable  replacements  for its executives if their services were
lost,  there can be no assurance  that it would be able to do so. The  Company's
future success will also depend in part upon its  continuing  ability to attract
and retain highly qualified personnel.

         Uncertainty  of Future  Acquisitions.  The Company's  continued  growth
depends,   in  part,  upon  its  ability  to  identify  and  acquire  compatible
electronics  distributors  and/or  contract  manufacturers  and to integrate the
acquired  operations.  Although the Company has been successful in the past with
its  acquisitions,  there can be no  assurance  that the Company will be able to
locate additional appropriate  acquisition candidates or, if identified,  any of
such candidates  will be acquired or that the operations of acquired  candidates
will be  effectively  integrated or prove  profitable.  The completion of future
acquisitions will require the expenditure of significant  amounts of capital and
management effort. Moreover,  unexpected problems encountered in connection with
the Company's acquisitions could have a material adverse effect on the Company.

         Foreign Manufacturing and Trade Regulation. A significant number of the
components sold by the Company are manufactured by foreign  manufacturers.  As a
result,  the Company,  and its ability to sell certain  products at  competitive
prices,  could be adversely affected by increases in tariffs or duties,  changes
in trade treaties, strikes or delays in air or sea transportation,  and possible
future United States legislation with respect to pricing and/or import quotas on
products  from foreign  countries.  The supply of components to the Company from
its Asian  manufacturers  could also be affected by the recent volatility of the
Asian financial markets. The Company's ability to be competitive with respect to
sales of imported components could be affected by other governmental


                                        6

<PAGE>



actions and policy  changes  relating to, among other things,  anti-dumping  and
other  international  antitrust  legislation and adverse  currency  fluctuations
which  could  have the  effect of making  components  manufactured  abroad  more
expensive.   Because  the  Company   purchases   products   from  United  States
subsidiaries or affiliates of foreign manufacturers, the Company's purchases are
paid for in U.S.  dollars,  which usually  reduces or  eliminates  the potential
adverse  effects of currency  fluctuations.  While the Company  does not believe
that the factors involving foreign components supply have not adversely impacted
its business in the past,  there can be no assurance  that such factors will not
materially adversely affect its business in the future.

         Industry   Cyclicality  and  Potential  Quarterly   Fluctuations.   The
electronics distribution industry has historically been affected historically by
general  economic  downturns,  which have had an adverse  economic  effect  upon
manufacturers,  end-users of  electronic  components  and  electronic  component
distributors  such as the  Company.  In  addition,  the  life-cycle  of existing
electronic  products and the timing of new product  development and introduction
can affect demand for electronic components. The Company's results of operations
for any particular period may be adversely affected by numerous factors, such as
the loss of key suppliers or customers, price competition,  problems incurred in
managing  inventories or receivables,  the timing or cancellation of orders from
major  customers,  the timing or  cancellation or purchase orders with suppliers
and the timing of  expenditures  in anticipation of increased sales and customer
product delivery requirements.  Price competition in the industries in which the
Company  competes is intense and could  result in gross margin  declines,  which
could have an adverse impact on the Company's profitability.  In various periods
in the past, the Company's  operating results have been affected by all of these
factors.

         Continued Control By Present Shareholders and Management.  Prior to the
offering,  upon exercise of all stock options held by Messrs. Joel H. Girsky and
Charles B. Girsky, whether or not such options are currently  exercisable,  they
will own an aggregate of 872,513 shares of Common Stock. Together, they will own
and control approximately 21.8% of the outstanding capital stock of the Company.
Upon  completion  of the  offering,  assuming  that  Messrs.  Joel H. Girsky and
Charles B. Girsky sell their Shares,  they would own approximately  21.3% of the
outstanding  capital stock of the Company.  As a result of such stock  ownership
and their positions as executive officers and directors, the Girskys may be in a
position  to  influence  both the  election  of the Board of  Directors  and the
day-to-day affairs of the Company.

         Shares Eligible for Future Sale. As of the date of this  Prospectus,  a
total of  approximately  1,007,265  shares of Common Stock are held by executive
officers  and/or  directors  of the  Company,  including  shares  issuable  upon
exercise of options and  warrants,  whether or not such options and warrants are
currently  exercisable.   As  of  the  date  of  this  Prospectus,  a  total  of
approximately  694,735  shares  are  currently  saleable  pursuant  to Rule  144
promulgated  under the  Securities  Act. In general,  Rule 144 provides that any
person holding restricted securities for a minimum of one year, which securities
were acquired from the issuer or from an affiliate of the issuer, may sell every
three months an amount of securities equal to the greater of 1% of the Company's
outstanding  shares of Common  Stock or the average  weekly  reported  volume of
trading in such shares on all national



                                        7

<PAGE>



securities exchanges and/or reported through the automated quotation system of a
registered  securities  association during the four calendar weeks preceding the
filing of the notice of proposed sale.  Non-affiliates  holding such  restricted
shares  may sell  such  shares  after two years  without  regard to this  volume
limitation.  The  possibility of such sales under Rule 144 could have an adverse
effect upon the market price of the Common Stock.

         In  addition,  the Company has  registered  the sale of an aggregate of
746,667  shares of Common Stock  issuable  upon  exercise of options  authorized
under its 1993 Non-Qualified Stock Option Plan (the "1993  Non-Qualified  Plan")
and its 1993 Stock Option Plan for Outside Directors on a registration statement
on Form S-8. The sale of such shares could also have an adverse  effect upon the
market price of the Common Stock.

         Dividends.  On March 10, 1995, the Company paid a 10% stock dividend in
shares of Common Stock to holders of record as of February 16, 1995.

         The Company  has not paid any cash  dividends  on its Common  Stock and
does not anticipate  paying  dividends on its shares in the foreseeable  future,
inasmuch as it expects to employ all available  cash in the continued  growth of
its  business.  Further,  the  Company's  agreement  with its lenders  prohibits
payment of cash dividends.

         Possible  Volatility  of Stock  Price.  The market  price of the Common
Stock could be subject to significant  fluctuations  in response to such factors
as, among others,  variations in the anticipated or actual results of operations
of the Company or of other distributors in the electronics  industry and changes
in conditions  affecting  the economy  generally,  the financial  markets or the
electronics  distribution  industry.  Furthermore,  the relatively light trading
volume in the Common Stock may exacerbate such volatility.


                                 USE OF PROCEEDS

          The Company will not realize any proceeds  from the sale of the Shares
which may be sold pursuant to this  Prospectus  for the  respective  accounts of
each of the Selling Shareholders.  The Company, however, will derive proceeds of
approximately $70,000 if all of the Options are exercised and has received $1.00
for each of the  90,000  Shares  issued to date  under the Plan  (including  the
75,000  Shares  issued  to the  Selling  Stockholders).  Such  proceeds  will be
available to the Company for working capital and general corporate purposes.  No
assurance can be given, however, as to when or if any or all of the Options will
be exercised. See "Selling Shareholders" and "Plan of Distribution."





                                        8

<PAGE>



                              SELLING SHAREHOLDERS

Identity of Selling Shareholders; Number of Shares Offered

         The   following   table  sets  forth  (i)  the  name  of  each  Selling
Shareholder,  (ii)  the  nature  of any  position,  office,  or  other  material
relationship which each such Selling Shareholder has had with the Company or any
of its  affiliates  within the last three  years,  (iii) the number of shares of
Common Stock owned by each such Selling Shareholder prior to the offering,  (iv)
the number of shares of Common Stock offered for each such Selling Shareholder's
account,  and (v) the number of shares of Common Stock and the percentage  owned
by each such Selling Shareholder after completion of the offering,  assuming all
Shares offered pursuant to this Prospectus are sold.

<TABLE>
<CAPTION>

                                                                         Number of Shares        Number of Shares        Percentage
                                                                          Owned Prior to       Offered for Account       Owned After
Selling Shareholder       Relationship to Company                          Offering (1)       of Selling Shareholder    Offering (2)
-------------------       -----------------------                         --------------      ----------------------   -------------

<S>                       <C>                                               <C>                       <C>                   <C>  
Joel H. Girsky            President, Treasurer and Director                 561,739 (3)               25,000                 13.8%
Charles B. Girsky         Executive Vice President and Director             310,774 (4)               25,000                  7.3%
Joseph F. Hickey, Jr.     Director                                           31,433 (5)               10,000                   *
Jeffrey D. Gash           Vice President, Finance                            29,565 (6)               10,000                   *
Herbert Entenberg         Vice President of Management and
                          Information Systems, and Secretary                 16,167 (7)                5,000                   *
                                                                                                      -------
                                                                                                      75,000
</TABLE>


  *      Less than 1%

     (1)  Includes  all shares of Common  Stock  which may be  acquired  by such
          Selling  Shareholder upon the exercise of stock options whether or not
          presently exercisable.

     (2)  Based upon (i) 3,866,221 shares of Common Stock  outstanding as of the
          date of this Prospectus and (ii) as to each Selling  Shareholder,  the
          number of shares of Common  Stock that may be acquired by such Selling
          Shareholder  upon the  exercise  of options  whether or not  presently
          exercisable. Excludes 199,500 shares of treasury stock.

     (3)  Includes (i) 96,799  shares of Common Stock which may be acquired upon
          the exercise of options granted under the Company's 1993  NonQualified
          Plan and (ii) 25,000  shares of Common Stock issued or issuable to Mr.
          Girsky pursuant to the Jaco  Electronics,  Inc.  Restricted Stock Plan
          (the "Restricted Stock Plan").

     (4)  Includes (i) 242,077 shares of Common Stock owned by the Girsky Family
          Trust (ii) 40,000  shares of Common  Stock which may be acquired  upon
          the exercise of options granted under the Company's 1993 Non-Qualified
          Plan and (iii) 25,000 shares of Common Stock issued or issuable to Mr.
          Girsky pursuant to the Restricted Stock Plan.

     (5)  Includes  (i) 1,000  shares of Common  Stock,  (ii)  17,500  shares of
          Common  Stock  which  may be  acquired  by  Cleary  Gull  Reiland  and
          McDevitt,  Inc.,  the  underwriters  for  the  Company's  1995  public
          offering,  upon the exercise of warrants granted to it by the Company,
          (iii)  10,000  shares of Common  Stock which may be acquired  upon the
          exercise of  non-qualified  stock options granted to Mr. Hickey by the
          Company  and (iv) 2,933  shares of Common  Stock which may be acquired
          upon the exercise of options  granted under the  Company's  1993 Stock
          Option Plan for Outside  Directors.  The  reporting  person  disclaims
          beneficial  ownership  of the  shares  of  Common  Stock  which may be
          acquired  upon the exercise of the  warrants,  except to the extent of
          his pecuniary interest therein.




                                        9

<PAGE>



     (6)  Includes (i) 19,033  shares of Common Stock which may be acquired upon
          the exercise of options granted under the Company's 1993  NonQualified
          Plan and (ii) 10,000  shares of Common Stock issued or issuable to Mr.
          Gash pursuant to the Restricted Stock Plan.

     (7)  Includes (i) 11,167  shares of Common Stock which may be acquired upon
          the exercise of options granted under the Company's 1993  NonQualified
          Plan and (ii) 5,000  shares of Common  Stock issued or issuable to Mr.
          Entenberg pursuant to the Restricted Stock Plan.


     Joel H.  Girsky has been a Director  and  executive  officer of the Company
since it was founded in 1961.  He also is a director  of Nastech  Pharmaceutical
Company,  Inc.  of  Hauppauge,  New York,  and  Frequency  Electronics,  Inc. of
Uniondale, New York. Messrs. Joel H. Girsky and Charles B. Girsky are brothers.

     Charles B. Girsky  became an executive  officer of the Company on August 2,
1985 and has been its Executive Vice President  since January 1988.  Since April
9, 1984, he has been President of Distel, Inc., a wholly-owned subsidiary of the
Company since August, 1985. He was a founder, Director, and the President of the
Company  from 1961  through  January,  1983,  and was  elected a Director of the
Company  again in 1986.  Messrs.  Charles  B.  Girsky  and  Joel H.  Girsky  are
brothers.

     Stephen A. Cohen has been a  Director  of the  Company  since  1970.  Since
August,  1989,  he has  practiced  law as a member of  Morrison  Cohen  Singer &
Weinstein, LLP, general counsel to the Company.

     Edward M. Frankel  became a Director of the Company in May,  1984. For more
than five years,  he has been  President  of  Vitaquest  International,  Inc., a
distributor  of vitamins  and health and beauty  products,  and its  predecessor
entities.

     Joseph F.  Hickey,  Jr.  became a Director of the Company on May 28,  1997.
Since February 1, 1991, he has been employed by Cleary Gull Reiland and McDevitt
Inc., an investment banking firm located in Milwaukee,  Wisconsin. He is serving
as a managing  director of Cleary Gull Reiland and McDevitt  Inc.'s  syndication
department.

     Jeffrey D. Gash became Vice President of Finance of the Company in January,
1989,  and was Controller of the Company for more than five years prior thereto.
He has also served in similar capacities with the Company's subsidiaries.

     Herbert   Entenberg  has  served  as  Vice   President  of  Management  and
Information Systems, and Secretary since 1988. Mr. Entenberg oversees management
information  systems  and  operations  of the  Company  and is  responsible  for
developing and implementing the Company's inventory control system.


                              PLAN OF DISTRIBUTION

     The sales of the Shares by the Selling  Shareholders may be effected,  from
time to time, on the NASDAQ  National  Market System or on any stock exchange on
which the Shares may be listed



                                       10

<PAGE>



at the time of sale, in  negotiated  transactions,  or through a combination  of
such methods of sale,  at fixed prices  which may be changed,  at market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices,  or at  negotiated  prices.  The  Selling  Shareholders  may effect such
transactions  by  selling  Shares  to  or  through   broker-dealers,   and  such
broker-dealers may receive  compensation in the form of discounts,  concessions,
or  commissions  from the Selling  Shareholders  and/or the purchasers of Shares
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary commissions).

         The Selling  Shareholders and any broker-dealers that act in connection
with the sale of the  Shares  hereunder  might be  deemed  to be  "Underwriters"
within the  meaning of Section  2(11) of the  Securities  Act;  any  commissions
received  by them and any profit on the resale of Shares as  principal  might be
deemed to be underwriting compensation under the Securities Act.

         Any broker-dealer  acquiring shares from a Selling Shareholder may sell
the Shares either directly, in its normal market-making  activities,  through or
to other brokers on a principal or agency basis,  or to its customers.  Any such
sales may be at prices then prevailing on the NASDAQ National Market System,  at
prices related to such  prevailing  market prices,  at negotiated  prices,  or a
combination of such methods.

         The Company has advised the Selling Shareholders that anti-manipulative
Regulation M under the Exchange Act may apply to their sales in the market,  has
furnished the Selling  Shareholders with a copy of Regulation M and has informed
the Selling Shareholders of the possible need for them to deliver copies of this
Prospectus.  The Selling  Shareholders  may  indemnify  any  broker-dealer  that
participates  in  transactions  involving the sale of the Shares against certain
liabilities,  including  liabilities  arising  under  the  Securities  Act.  Any
commissions   paid  or  any  discounts  or  concessions   allowed  to  any  such
broker-dealers,  and, if any such  broker-dealers  purchase Shares as principal,
any profits received on the resale of such Shares, may be deemed to underwriting
discounts and commissions under the Securities Act.

         Upon the Company's being notified by any Selling  Shareholder  that any
material  arrangement has been entered into with a broker-dealer for the sale of
Shares through a cross or block trade, a supplemental  prospectus  will be filed
pursuant to Rule 424(c) under the Securities Act,  setting forth the name of the
participating  broker-dealer(s),  the  number of Shares  involved,  the price at
which such Shares were sold by the Selling  Shareholder,  the commission paid or
discounts  or   concessions   allowed  by  the  Selling   Shareholder   to  such
broker-dealer(s),  and  where  applicable,  that such  broker-dealer(s)  did not
conduct  any   investigation  to  verify  the  information  set  forth  in  this
Prospectus.

         Any  Shares  which  qualify  for sale  pursuant  to Rule 144  under the
Securities  Act may be  sold  under  that  Rule  rather  than  pursuant  to this
Prospectus.

         There can be no assurances that the Selling  Shareholders will sell any
or all of the Shares offered by them hereunder.




                                       11

<PAGE>



         All expenses of the  registration of the Shares will be paid for by the
Company.


                                  LEGAL MATTERS

         The legality of the Shares  offered by this  Prospectus has been passed
upon for the Company by Morrison  Cohen Singer & Weinstein,  LLP, 750  Lexington
Avenue, New York, New York 10022.



                                     EXPERTS

         The consolidated  financial  statements and schedules of the Company as
of June 30, 1997 and 1996,  and for each of the years in the  three-year  period
ended June 30,  1997,  have been  incorporated  by  reference  herein and in the
Registration  Statement  in  reliance  upon the report of Grant Thornton  LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.


                                 INDEMNIFICATION

         Sections 721 to 725 of the New York Business  Corporation Law ("NYBCL")
permit  indemnification  of directors,  officers,  and employees of corporations
under certain  circumstances and subject to certain limitations.  Section 726 of
the NYBCL permits the purchase of insurance to indemnify the corporation and its
officers and directors,  subject to certain  limitations.  Section 402(b) of the
NYBCL permits the inclusion of a provision in the  certificate of  incorporation
of a corporation  eliminating or limiting the personal liability of directors to
the corporation or its  shareholders  for damages for any breach of duty in such
capacity, subject to certain limitations.

         Article VI, Section 1 of the Company's By-laws, as amended through June
18, 1987, provides that the Company shall indemnify each director and officer of
the Company  elected,  appointed,  or  continuing to serve after the adoption of
Article VI of the By-laws,  and may indemnify all other persons whom the Company
is authorized  to indemnify  under the  provisions of the NYBCL,  to the fullest
extent permitted by law, against all legal,  accounting,  and other expenses and
liabilities  incurred in connection with any pending or threatened action, suit,
or proceeding,  civil or criminal,  or in connection with any appeal therein, or
otherwise,  and no  provision  of the  By-laws is intended  to be  construed  as
limiting,  prohibiting,  denying,  or abrogating  any of the general or specific
powers or rights conferred under the NYBCL upon the Company to furnish,  or upon
any  court to award,  such  indemnification,  or  indemnification  as  otherwise
authorized by the NYBCL or other law now or hereafter in effect.

         Article EIGHTH of the Company's  Restated  Certificate of Incorporation
provides  that  the  personal  liability  of the  directors  of the  Company  is
eliminated to the fullest extent permitted by the



                                       12

<PAGE>



provisions  of  paragraph  (b) of Section  402 of the NYBCL,  as the same may be
amended and supplemented.

         The Company maintains  directors and officers insurance which,  subject
to certain exclusions, insures the directors and officers of the Company against
certain losses which arise out of any neglect or breach of duty (including,  but
not limited to, any error,  misstatement,  act, or omission) by the directors or
officers in the  discharge  of their  duties,  and  insures the Company  against
amounts which it has paid or may become obligated to pay as  indemnification  to
its directors and/or officers to cover such losses.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
registrant  pursuant  to the  foregoing  provisions,  the  registrant  has  been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.



                                       13

<PAGE>






                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 3 (Form S-8).  Incorporation of Documents by Reference.

         Item 3 (Form S-8).  Incorporation of Documents by Reference.

         The following  documents (or parts  thereof)  filed or to be filed with
the Securities and Exchange  Commission (the "Commission") by the registrant are
incorporated by reference in this registration statement:

     1.   The  Annual  Report on Form 10-K for the  fiscal  year  ended June 30,
          1997;

     2.   The  Quarterly  Reports  on Form 10-Q for the  fiscal  quarters  ended
          September 30, 1997 and December 31, 1997;

     3.   Definitive  Proxy  Statement,  dated  November  3, 1997 for the Annual
          Meeting of Shareholders held on December 9, 1997;

     4.   All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange  Act since the end of the fiscal  year  covered by the annual
          report referred to in (1) above; and

     5.   The  description  of the  Common  Stock  contained  in  the  Company's
          registration  statement filed under the Exchange Act registering  such
          Common  Stock under  Section 12 of the  Exchange  Act,  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

All documents  filed by the Company  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
filing of a post-effective amendment indicating that all of the Shares have been
sold,  or   deregistering   all  of  the  Shares  that,  at  the  time  of  such
post-effective  amendment,  remain unsold, shall be deemed to be incorporated by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained herein or in any document  incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

         The Company shall furnish without charge to each person,  including any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral request of such person, a

                                     II - 1



<PAGE>



copy of any or all of the documents which are  incorporated by reference  herein
(other than exhibits to such  documents,  unless such exhibits are  specifically
incorporated by reference into such  documents).  Written or telephone  requests
for  such   documents   should  be   directed   to  Mr.   Jeffrey   Gash,   Vice
President-Finance,  Jaco Electronics, Inc., 145 Oser Avenue, Hauppauge, New York
11788. The Company's telephone number is (516) 273-5500.

Item 4 (Form S-8).  Description of Securities

         Not applicable.

Item 5 (Form S-8).  Interests of Named Experts and Counsel

         Legal Matters

         The legality of the shares of Common Stock offered by this Registration
Statement  has been  passed  upon for the  Company by  Morrison  Cohen  Singer &
Weinstein, LLP, 750 Lexington Avenue, New York, New York 10022.

         Experts

         The consolidated  financial  statements and schedules of the Company as
of June 30, 1997 and 1996,  and for each of the years in the  three-year  period
ended June 30, 1997, have been incorporated by reference herein in reliance upon
the report of Grant Thornton LLP, independent certified public accountants, and
upon the authority of said firm as experts in accounting and auditing.

Item 6 (Form  S-8) and Item 15 (Form  S-3).  Indemnification  of  Directors  and
Officers

         Sections 721 to 725 of the New York Business  Corporation Law ("NYBCL")
permit  indemnification  of directors,  officers,  and employees of corporations
under certain  circumstances and subject to certain limitations.  Section 726 of
the NYBCL permits the purchase of insurance to indemnify the corporation and its
officers and directors,  subject to certain  limitations.  Section 402(b) of the
NYBCL permits the inclusion of a provision in the  certificate of  incorporation
of a corporation  eliminating or limiting the personal liability of directors to
the corporation or its  shareholders  for damages for any breach of duty in such
capacity, subject to certain limitations.

         Article VI, Section 1 of the Company's By-laws, as amended through June
18, 1987, provides that the Company shall indemnify each director and officer of
the Company  elected,  appointed,  or  continuing to serve after the adoption of
Article VI of the By-laws,  and may indemnify all other persons whom the Company
is authorized  to indemnify  under the  provisions of the NYBCL,  to the fullest
extent permitted by law, against all legal,  accounting,  and other expenses and
liabilities  incurred in connection with any pending or threatened action, suit,
or proceeding,  civil or criminal,  or in connection with any appeal therein, or
otherwise,  and no  provision  of the  By-laws is intended  to be  construed  as
limiting,  prohibiting,  denying,  or abrogating  any of the general or specific
powers

                                     II - 2



<PAGE>



or rights  conferred  under the NYBCL upon the Company to  furnish,  or upon any
court to award, such indemnification, or indemnification as otherwise authorized
by the NYBCL or other law now or hereafter in effect.

         Article EIGHTH of the Company's  Restated  Certificate of Incorporation
provides  that  the  personal  liability  of the  directors  of the  Company  is
eliminated to the fullest extent permitted by the provisions of paragraph (b) of
Section 402 of the NYBCL, as the same may be amended and supplemented.

         The Company maintains  directors and officers insurance which,  subject
to certain exclusions, insures the directors and officers of the Company against
certain losses which arise out of any neglect or breach of duty (including,  but
not limited to, any error,  misstatement,  act, or omission) by the directors or
officers in the  discharge  of their  duties,  and  insures the Company  against
amounts which it has paid or may become obligated to pay as  indemnification  to
its directors and/or officers to cover such losses.

Item 7 (Form S-8).  Exemption from Registration Claimed

         Not Applicable.

Item 8 (Form S-8) and Item 16 (Form S-3).  Exhibits

Exhibit No.       Description

     4.1  Jaco  Electronics,  Inc.  Restricted Stock Plan (filed as Exhibit B to
          the Company's  Definitive Proxy Statement,  dated November 3, 1997 for
          the Annual Meeting of Shareholders held on December 9, 1997).

     4.2  Form of Escrow Agreement under the Restricted Stock Plan.

     4.3  Form of Stock Purchase Agreement under the Restricted Stock Plan.

     4.4  Form of Stock Option Agreement.

     4.5  Specimen  of Common  Stock  certificate  (filed as Exhibit  4.4 to the
          Company's  Registration  on Form S-8/S-3  (Registration  Statement No.
          33-89994),  filed with the Commission and  automatically  effective on
          March 3, 1995).

     5.1  Opinion of Morrison Cohen Singer & Weinstein,  LLP, as to the legality
          of the securities being registered.

     23.1 Consent of Grant Thornton LLP

     23.2 Consent of Morrison  Cohen Singer & Weinstein,  LLP  (contained in its
          Opinion filed as part of Exhibit 5.1)

     24.1 Powers of Attorney (included on the signature page of the registration
          statement filed April 10, 1998).

                                     II - 3


<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the  requirements for filing on Form S-8/S-3 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Hauppauge,  State of New York, on this
day of , 1998.

                                JACO ELECTRONICS, INC.

                                By:/s/ Joel H. Girsky
                                Joel H. Girsky,
                                Chairman of the Board, President and Treasurer


                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
signature  appears below  constitutes and appoints Joel H. Girsky and Jeffrey D.
Gash,  or  either  of them,  each  with the  power of  substitution,  his or her
attorney-in-fact,  to sign any amendments to this Registration  Statement and to
file  the  same,  with  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that each of said attorney-in-fact, or his or her substitute, may
do or choose to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated:

Signature                    Title                             Date


/s/ Joel H. Girsky        
Joel H. Girsky          Chairman of the Board, President and     April 10, 1998
                        Treasurer (Principal Executive Officer)

/s/ Charles Girsky
Charles B. Girsky        Executive Vice President and Director   April 10, 1998


/s/ Stephen A. Cohen
Stephen A. Cohen         Director                                April 10, 1998


/s/ Edward M. Frankel
Edward M. Frankel        Director                                April 10, 1998


/s/ Joseph F. Hickey Jr.
Joseph F. Hickey, Jr     Director                                April 10, 1998


/s/ Jeffrey D. Gash
Jeffrey D. Gash      Vice President - Finance (Principal         April 10, 1998
                     Financial and Accounting Officer)


<PAGE>

                               EXHIBIT INDEX


         No.                        Description                           

4.1  Jaco Electronics,  Inc. 1981 Incentive Stock Option Plan, as amended (filed
     as Exhibit 4.1 to the Company's  Registration on Form S-8/S-3 (Registration
     Statement  No.  33-89994),  filed  with the  Commission  and  automatically
     effective on March 3, 1995).

4.2  Jaco  Electronics,  Inc. 1993  Non-Qualified  Stock Option Plan, as amended
     (filed as Exhibit A to the  Company's  Definitive  Proxy  Statement,  dated
     November 3, 1997 for the Annual Meeting of Shareholders held on December 9,
     1997).

4.3  Jaco Electronics,  Inc. 1993 Stock Option Plan for Outside Directors (filed
     as Exhibit 4.3 to the Company's  Registration on Form S-8/S-3 (Registration
     Statement  No.  33-89994),  filed  with the  Commission  and  automatically
     effective on March 3, 1995).

4.4  Specimen of Common Stock certificate (filed as Exhibit 4.4 to the Company's
     Registration on Form S-8/S-3 (Registration  Statement No. 33-89994),  filed
     with the Commission and automatically effective on March 3, 1995).

5.1  Opinion of Morrison  Cohen Singer &  Weinstein,  LLP, as to the legality of
     the securities being registered.

23.1 Consent of Grant Thornton LLP.

23.2 Consent of Morrison Cohen Singer & Weinstein, LLP (contained in its opinion
     filed as Exhibit 5.1 hereto).

24.1 Powers of Attorney  (included on the  signature  page of this  Registration
     Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 56934}]
{"company-data": {"conformed-name": "JACO ELECTRONICS INC", "cik": "0000052971", "assigned-sic": "5065", "irs-number": "111978958", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49877", "film-number": "98591526"}, "business-address": {"street1": "145 OSER AVE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5162735500"}, "mail-address": {"street1": "145 OSER AVE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}}
As filed with the Securities and Exchange Commission on April 10, 1998
                            Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM S-8/S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                    New York
         (State or other jurisdiction of incorporation or organization)

                                   11-1978958
                      (I.R.S. Employer Identification No.)

                   145 Oser Avenue, Hauppauge, New York 11788
          (Address of Principal Executive Offices, including zip code)

                  Jaco Electronics, Inc. Restricted Stock Plan
                Stock Options Agreement of Joseph F. Hickey, Jr.
                            (Full Title of the Plan)

                 Joel H. Girsky                        Copy to:
                   President                      Michael R. Reiner, Esq.
             Jaco Electronics, Inc.       Morrison Cohen Singer & Weinstein, LLP
                145 Oser Avenue                    750 Lexington Avenue
              Hauppauge, NY 11788                   New York, NY 10022
                 (516) 273-5500                        (212) 735-8600

 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)

     Approximate date of commencement of proposed sale to the public: From
     time to time after the effective date of this Registration Statement.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
 this registration statement covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan(s) described herein.

                         CALCULATION OF REGISTRATION FEE
Title of Each Class of          Amount to be      Proposed Maximum Offering        Proposed Maximum           Amount of
    Securities to be Registered      Registered (1)        Price per Share           Aggregate Offering Price  Registration Fee
==================================  ================ ==============================  ========================= ==================
Common Stock, $.10 par value                 300,000         $6.888  (2)                $2,006,400                $591.89
                                                                                   ------------------
Common Stock, $.10 par value                  10,000          $7.00                       $ 70,000                $ 20.65
                                Total ........................................................................    $612.54
(1) This Registration Statement also includes an indeterminable number of shares
of Common Stock which may be issued  under the  antidilution  provisions  of the
plans.

(2)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
accordance  with Rule 457 under the  Securities  Act of 1933,  as  amended,  and
constitutes  the  average  of the bid and  asked  price of the  Common  Stock as
reported on the Nasdaq National Market on April 10,1998.
EXPLANATORY NOTE

         This  Registration  Statement on Form S-8/S-3  contains two parts.  The
first part  contains  a  prospectus  pursuant  to Form S-3 (in  accordance  with
Section C of the General  Instructions  to Form S-8) which  covers  reoffers and
resales of control securities and restricted  securities of the Registrant which
have been issued or which shall be issued pursuant to the Jaco Electronics, Inc.
Restricted  Stock Plan and the Stock Option  Agreement of Joseph F. Hickey,  Jr.
The second part  contains  Information  Required in the  Registration  Statement
pursuant to Part II of Form S-8 and certain items from  Information Not Required
in the Prospectus  pursuant to Part II of Form S-3. Pursuant to the Note to Part
I of Form S-8, the Plan Information  specified by Part I is not being filed with
the Securities and Exchange Commission.

                                       ii
PROSPECTUS

                             JACO ELECTRONICS, INC.

                          75,000 Shares of Common Stock
                           (Par Value $0.10 Per Share)

         This  Prospectus  relates to 75,000  shares  (the  "Shares")  of common
stock,  par value $0.10 per share (the  "Common  Stock"),  of Jaco  Electronics,
Inc., a New York corporation  (the "Company" or "Jaco"),  which may be sold from
time  to  time  by  the  selling   shareholders   named  herein  (the   "Selling
Shareholders").  Of the Shares,  10,000 are issuable to one Selling  Shareholder
pursuant  to  options  (the  "Options")  granted  under a certain  stock  option
agreement between the Company and the Selling Shareholder,  and 65,000 have been
issued  to the  Selling  Shareholders  pursuant  to the Jaco  Electronics,  Inc.
Restricted  Stock Plan (the "Restricted  Stock Plan").  The Company will receive
$7.00 for each Share  issued upon the  exercise of the Options and has  received
$1.00 for each of the 90,000  Shares issued to date under the  Restricted  Stock
Plan  (including  the 65,000  Shares  issued to the Selling  Shareholders).  The
purchase price of the remaining  Shares under the Restricted Stock Plan shall be
determined  by the Board of  Directors.  The Company will not receive any of the
proceeds from the sale of the Shares by the Selling  Shareholders.  All expenses
of registration incurred in connection with this offering are being borne by the
Company;  all selling and other expenses incurred by the Selling Shareholders in
connection   with  the  sale  of  the  Shares  will  be  borne  by  the  Selling
Shareholders.  The Company is not aware of any  underwriting  arrangements  with
respect to the sale of any of the Shares by the Selling Shareholders.

         The  Shares  may  be  offered  by or for  the  account  of the  Selling
Shareholders,  from time to time, on the NASDAQ  National Market or on any stock
exchange  on which the Shares may be listed at the time of sale,  in  negotiated
transactions,  or through a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated  prices.  The Selling
Shareholders  may effect such  transactions  by selling the Shares to or through
broker-dealers   who  may  receive   compensation  in  the  form  of  discounts,
concessions,  or commissions from the Selling Shareholders and/or the purchasers
of the Shares (which  compensation as to a particular  broker-dealer might be in
excess of customary  commissions).  Any  broker-dealer  acquiring  Shares from a
Selling Shareholder may sell such Shares in its normal market making activities,
through  other   brokers  on  a  principal  or  agency   basis,   in  negotiated
transactions,   or  through  a  combination   of  such  methods.   See  "Selling
Shareholders" and "Plan of Distribution."

         The Common  Stock is traded in the  NASDAQ  National  Market  under the
symbol "JACO".  On April 6, 1998 the closing price of the Common Stock was $6.75
per share.
                            ------------------------

            The Common Stock offered hereby involves a high degree of
              risk. See "Risk Factors" commencing on page 5 hereof.

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

                                        1
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         No person has been  authorized to give any  information  or to make any
representation  other than as  contained  or  incorporated  by reference in this
Prospectus,  and any information or representation not contained or incorporated
by reference  herein should not be relied upon as having been  authorized by the
Company.  This Prospectus  does not constitute an offer of any securities  other
than those  described on the cover page or an offer to sell or a solicitation of
an offer to buy the Shares in any State or other  jurisdiction  where, or to any
person to whom, it is unlawful to make such offer.  Neither the delivery of this
Prospectus nor any sales made hereunder,  under any circumstances,  shall create
any  implication  that there has been no change in the  affairs  of the  Company
between the date hereof and the date of any such sale.

                 The date of this Prospectus is April 10, 1998.

                                        2
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act")  and,  in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements and other  information may be inspected and copies may be obtained at
the public reference  facilities  maintained by the Commission at Room 1024, 450
Fifth Street, N.W.,  Washington,  D.C. 20549, as well as at the Regional Offices
of the  Commission  at Suite 1400,  Citicorp  Center,  500 West Madison  Street,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York
10048.  Copies of such  information may also be obtained by mail from the Public
Reference Branch of the Commission at 450 Fifth Street, N.W.,  Washington,  D.C.
20549 at prescribed  rates.  The  Commission  maintains a web site that contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants that file electronically  with the Commission.  The Commission's web
site can be accessed at  http://www.sec.gov.  Any such reports, proxy statements
and other  information filed or to be filed by the Company may also be inspected
at the offices of the National  Association of Securities Dealers,  Inc., Market
Listing Section, 1735 K Street, N.W.,  Washington,  D.C. 20006. The Common Stock
is traded on NASDAQ/NMS,  and the Company's  reports (and proxy and  information
statements  when  filed) may be  inspected  at the  offices of The Nasdaq  Stock
Market, Inc., located at 1735 K Street, N.W., Washington, D.C. 20006.

         A Registration Statement on Form S-8/S-3, together with all amendments,
exhibits and  documents  incorporated  therein by reference  (the  "Registration
Statement") has been filed with the Commission under the Securities Act of 1933,
as amended (the  "Securities  Act"),  with respect to the Shares offered by this
Prospectus. This Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto, certain parts
of which  are  omitted  in  accordance  with the rules  and  regulations  of the
Commission.  Statements  made  in  this  Prospectus  as to the  contents  of any
contract,  agreement,  exhibit  or other  document  referred  to herein  are not
necessarily  complete,  and each  statement  is  qualified  in all  respects  by
reference to the copies of documents  filed or  incorporated  by reference as an
exhibit to the  Registration  Statement or otherwise  filed with the Commission.
See also "Incorporation of Certain Documents by Reference."

         The  Company  intends to  furnish  to holders of Common  Stock for each
fiscal year an annual report which contains  consolidated  financial  statements
prepared  in  accordance  with  United  States  generally  accepted   accounting
principles  and  audited  and  reported  on,  with an opinion  expressed  by, an
independent public accounting firm, and such other reports as may be required by
law.

                                        3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents (or parts  thereof)  filed by the Company with
the Commission are incorporated by reference in this Prospectus:

          1.   The Annual Report on Form 10-K for the fiscal year ended June 30,
               1997;

          2.   The Quarterly  Reports on Form 10-Q for the fiscal quarters ended
               September 30, 1997 and December 31, 1997;

          3.   Definitive Proxy Statement, dated November 3, 1997 for the Annual
               Meeting of Shareholders held on December 9, 1997;

          4.   All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange  Act since the end of the  fiscal  year  covered  by the
               annual report referred to in (1) above; and

          5.   The  description  of the Common Stock  contained in the Company's
               registration  statement  filed under the Exchange Act registering
               such Common Stock under Section 12 of the Exchange Act, including
               any  amendment or report  filed for the purpose of updating  such
               description.

All documents  filed by the Company  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
filing of a post-effective amendment indicating that all of the Shares have been
sold,  or   deregistering   all  of  the  Shares  that,  at  the  time  of  such
post-effective  amendment,  remain unsold, shall be deemed to be incorporated by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained herein or in any document  incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

         The Company shall furnish without charge to each person,  including any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral  request of such person,  a copy of any or all of the  documents
which  are  incorporated  by  reference  herein  (other  than  exhibits  to such
documents,  unless such exhibits are specifically incorporated by reference into
such  documents).  Written or telephone  requests for such  documents  should be
directed to Mr. Jeffrey Gash, Vice  President-Finance,  Jaco Electronics,  Inc.,
145 Oser Avenue,  Hauppauge,  New York 11788. The Company's  telephone number is
(516) 273-5500.

                                        4
RISK FACTORS

         Investors  should be aware that  ownership  of the Common  Stock of the
Company  involves certain risks,  including those described  below,  which could
adversely  affect the value of their holdings of Common Stock.  The Company does
not make,  nor has it authorized  any other person to make,  any  representation
about the future  market value of the Company's  Common Stock.  Portions of this
Prospectus contain certain "forward looking"  statements which involve risks and
uncertainties.  The Company's actual results may differ  significantly  from the
results  discussed  in the  forward  looking  statements.  Although  the Company
believes  that  the  assumptions   underlying  the  forward  looking  statements
contained herein are reasonable,  any of the assumptions could prove inaccurate,
and  therefore,  there can be no assurance that the forward  looking  statements
included herein will prove to be accurate.  In addition to the other information
contained  in this  Prospectus,  the  following  factors  should  be  considered
carefully in evaluating an investment in the Shares offered hereby.

         Dependence on Suppliers.  Substantially all of the Company's  inventory
has and will be purchased from suppliers with which the Company has entered into
non-exclusive  distributor agreements.  Such agreements are typically cancelable
on short notice.  These agreements are generally designed to protect the Company
against product obsolescence and price. Currently, the Company has non-exclusive
distribution  agreements  with  many  manufacturers.  However,  there  can be no
assurance that these distribution agreements will not be canceled.

         In the fiscal  year  ended  June 30,  1997,  of the  Company's  top ten
suppliers, only Kemet Electronics Corporation accounted for more than 10% of net
sales and the  remaining  nine each  accounted  for between 9.5% and 2.0% of net
sales.  No other  supplier  accounted  for more than 1% of net sales.  While the
Company does not believe that the loss of any one supplier would have a material
adverse  impact upon the Company,  the Company's  future  success will depend in
large part on maintaining  relationships  with existing suppliers and developing
relationships  with new  ones.  The  loss of,  or  significant  disruptions  in,
relationships  with major suppliers could have a material  adverse effect on the
Company's  business,  since there can be no  assurance  that the Company will be
able to replace lost  suppliers.  As is common in the  electronics  distribution
industry,  from  time  to time  the  Company  has  experienced  terminations  of
relationships  with  suppliers  which  affected  its  results of  operations  in
post-termination fiscal periods.

         At  various  times,  there have been  shortages  of  components  in the
electronics  industry and certain  components,  including certain  semiconductor
devices and capacitors,  have been subject to limited  allocation by some of the
Company's  suppliers.  Although such  shortages and  allocations  have not had a
material  adverse  effect on the  Company's  results of  operations or finances,
there can be no assurance that future  shortages or  allocations  would not have
such an effect on the Company.

     Competition.  The electronics  distribution industry is highly competitive,
primarily with respect to price and product  availability.  The Company competes
with large national distributors as well as regional and specialty distributors,
many of whom distribute the same or competitive 

                                        5
products.  Some of the Company's  competitors  have  significantly  greater name
recognition and greater financial and other resources than those of the Company.
There can be no assurance that the Company will continue to compete successfully
with  existing  or new  competitors  and  failure to do so would have a material
adverse effect on the Company's operating results.

         In addition,  the printed circuit boards ("PCB") contract manufacturing
industry is highly  fragmented and is characterized by relatively high levels of
volatility,  competition and pricing and margin pressure.  As a turnkey contract
manufacturer  of PCBs,  the Company  procures  the required  raw  materials  and
components,  manages the assembly and test operations,  and supplies the PCBs in
accordance with the customer's  delivery  schedule and quality  requirements for
the finished product. The Company believes that contract manufacturers which are
affiliated  or  integrated  with  electronics   distributors   have  competitive
advantages over comparably-sized,  stand-alone contract manufacturers.  However,
there can be no assurance  that the Company will be able to maintain its current
customers  or obtain  new  customers  in such a  volatile  industry  or that the
Company will be able to obtain  sufficient  raw materials to meet its customers'
needs.

         Dependence on Key Personnel.  The Company is highly  dependent upon the
services of its  executive  officers,  including  Joel H. Girsky,  its Chairman,
President and Treasurer, and Charles B. Girsky, its Executive Vice President and
Director.  The loss of the services of either Joel or Charles Girsky,  or one or
more of the Company's other key executives, could have a material adverse effect
upon the business of the Company.  While the Company  believes  that it would be
able to locate suitable  replacements  for its executives if their services were
lost,  there can be no assurance  that it would be able to do so. The  Company's
future success will also depend in part upon its  continuing  ability to attract
and retain highly qualified personnel.

         Uncertainty  of Future  Acquisitions.  The Company's  continued  growth
depends,   in  part,  upon  its  ability  to  identify  and  acquire  compatible
electronics  distributors  and/or  contract  manufacturers  and to integrate the
acquired  operations.  Although the Company has been successful in the past with
its  acquisitions,  there can be no  assurance  that the Company will be able to
locate additional appropriate  acquisition candidates or, if identified,  any of
such candidates  will be acquired or that the operations of acquired  candidates
will be  effectively  integrated or prove  profitable.  The completion of future
acquisitions will require the expenditure of significant  amounts of capital and
management effort. Moreover,  unexpected problems encountered in connection with
the Company's acquisitions could have a material adverse effect on the Company.

         Foreign Manufacturing and Trade Regulation. A significant number of the
components sold by the Company are manufactured by foreign  manufacturers.  As a
result,  the Company,  and its ability to sell certain  products at  competitive
prices,  could be adversely affected by increases in tariffs or duties,  changes
in trade treaties, strikes or delays in air or sea transportation,  and possible
future United States legislation with respect to pricing and/or import quotas on
products  from foreign  countries.  The supply of components to the Company from
its Asian  manufacturers  could also be affected by the recent volatility of the
Asian financial markets. The Company's ability to be competitive with respect to
sales of imported components could be affected by other governmental

                                        6
actions and policy  changes  relating to, among other things,  anti-dumping  and
other  international  antitrust  legislation and adverse  currency  fluctuations
which  could  have the  effect of making  components  manufactured  abroad  more
expensive.   Because  the  Company   purchases   products   from  United  States
subsidiaries or affiliates of foreign manufacturers, the Company's purchases are
paid for in U.S.  dollars,  which usually  reduces or  eliminates  the potential
adverse  effects of currency  fluctuations.  While the Company  does not believe
that the factors involving foreign components supply have not adversely impacted
its business in the past,  there can be no assurance  that such factors will not
materially adversely affect its business in the future.

         Industry   Cyclicality  and  Potential  Quarterly   Fluctuations.   The
electronics distribution industry has historically been affected historically by
general  economic  downturns,  which have had an adverse  economic  effect  upon
manufacturers,  end-users of  electronic  components  and  electronic  component
distributors  such as the  Company.  In  addition,  the  life-cycle  of existing
electronic  products and the timing of new product  development and introduction
can affect demand for electronic components. The Company's results of operations
for any particular period may be adversely affected by numerous factors, such as
the loss of key suppliers or customers, price competition,  problems incurred in
managing  inventories or receivables,  the timing or cancellation of orders from
major  customers,  the timing or  cancellation or purchase orders with suppliers
and the timing of  expenditures  in anticipation of increased sales and customer
product delivery requirements.  Price competition in the industries in which the
Company  competes is intense and could  result in gross margin  declines,  which
could have an adverse impact on the Company's profitability.  In various periods
in the past, the Company's  operating results have been affected by all of these
factors.

         Continued Control By Present Shareholders and Management.  Prior to the
offering,  upon exercise of all stock options held by Messrs. Joel H. Girsky and
Charles B. Girsky, whether or not such options are currently  exercisable,  they
will own an aggregate of 872,513 shares of Common Stock. Together, they will own
and control approximately 21.8% of the outstanding capital stock of the Company.
Upon  completion  of the  offering,  assuming  that  Messrs.  Joel H. Girsky and
Charles B. Girsky sell their Shares,  they would own approximately  21.3% of the
outstanding  capital stock of the Company.  As a result of such stock  ownership
and their positions as executive officers and directors, the Girskys may be in a
position  to  influence  both the  election  of the Board of  Directors  and the
day-to-day affairs of the Company.

         Shares Eligible for Future Sale. As of the date of this  Prospectus,  a
total of  approximately  1,007,265  shares of Common Stock are held by executive
officers  and/or  directors  of the  Company,  including  shares  issuable  upon
exercise of options and  warrants,  whether or not such options and warrants are
currently  exercisable.   As  of  the  date  of  this  Prospectus,  a  total  of
approximately  694,735  shares  are  currently  saleable  pursuant  to Rule  144
promulgated  under the  Securities  Act. In general,  Rule 144 provides that any
person holding restricted securities for a minimum of one year, which securities
were acquired from the issuer or from an affiliate of the issuer, may sell every
three months an amount of securities equal to the greater of 1% of the Company's
outstanding  shares of Common  Stock or the average  weekly  reported  volume of
trading in such shares on all national

                                        7
securities exchanges and/or reported through the automated quotation system of a
registered  securities  association during the four calendar weeks preceding the
filing of the notice of proposed sale.  Non-affiliates  holding such  restricted
shares  may sell  such  shares  after two years  without  regard to this  volume
limitation.  The  possibility of such sales under Rule 144 could have an adverse
effect upon the market price of the Common Stock.

         In  addition,  the Company has  registered  the sale of an aggregate of
746,667  shares of Common Stock  issuable  upon  exercise of options  authorized
under its 1993 Non-Qualified Stock Option Plan (the "1993  Non-Qualified  Plan")
and its 1993 Stock Option Plan for Outside Directors on a registration statement
on Form S-8. The sale of such shares could also have an adverse  effect upon the
market price of the Common Stock.

         Dividends.  On March 10, 1995, the Company paid a 10% stock dividend in
shares of Common Stock to holders of record as of February 16, 1995.

         The Company  has not paid any cash  dividends  on its Common  Stock and
does not anticipate  paying  dividends on its shares in the foreseeable  future,
inasmuch as it expects to employ all available  cash in the continued  growth of
its  business.  Further,  the  Company's  agreement  with its lenders  prohibits
payment of cash dividends.

         Possible  Volatility  of Stock  Price.  The market  price of the Common
Stock could be subject to significant  fluctuations  in response to such factors
as, among others,  variations in the anticipated or actual results of operations
of the Company or of other distributors in the electronics  industry and changes
in conditions  affecting  the economy  generally,  the financial  markets or the
electronics  distribution  industry.  Furthermore,  the relatively light trading
volume in the Common Stock may exacerbate such volatility.

                                 USE OF PROCEEDS

          The Company will not realize any proceeds  from the sale of the Shares
which may be sold pursuant to this  Prospectus  for the  respective  accounts of
each of the Selling Shareholders.  The Company, however, will derive proceeds of
approximately $70,000 if all of the Options are exercised and has received $1.00
for each of the  90,000  Shares  issued to date  under the Plan  (including  the
75,000  Shares  issued  to the  Selling  Stockholders).  Such  proceeds  will be
available to the Company for working capital and general corporate purposes.  No
assurance can be given, however, as to when or if any or all of the Options will
be exercised. See "Selling Shareholders" and "Plan of Distribution."

                                        8
SELLING SHAREHOLDERS

Identity of Selling Shareholders; Number of Shares Offered

         The   following   table  sets  forth  (i)  the  name  of  each  Selling
Shareholder,  (ii)  the  nature  of any  position,  office,  or  other  material
relationship which each such Selling Shareholder has had with the Company or any
of its  affiliates  within the last three  years,  (iii) the number of shares of
Common Stock owned by each such Selling Shareholder prior to the offering,  (iv)
the number of shares of Common Stock offered for each such Selling Shareholder's
account,  and (v) the number of shares of Common Stock and the percentage  owned
by each such Selling Shareholder after completion of the offering,  assuming all
Shares offered pursuant to this Prospectus are sold.
Number of Shares        Number of Shares        Percentage
                                                                          Owned Prior to       Offered for Account       Owned After
Selling Shareholder       Relationship to Company                          Offering (1)       of Selling Shareholder    Offering (2)
-------------------       -----------------------                         --------------      ----------------------   -------------
Joel H. Girsky            President, Treasurer and Director                 561,739 (3)               25,000                 13.8%
Charles B. Girsky         Executive Vice President and Director             310,774 (4)               25,000                  7.3%
Joseph F. Hickey, Jr.     Director                                           31,433 (5)               10,000                   *
Jeffrey D. Gash           Vice President, Finance                            29,565 (6)               10,000                   *
Herbert Entenberg         Vice President of Management and
                          Information Systems, and Secretary                 16,167 (7)                5,000                   *
                                                                                                      -------
                                                                                                      75,000
*      Less than 1%

     (1)  Includes  all shares of Common  Stock  which may be  acquired  by such
          Selling  Shareholder upon the exercise of stock options whether or not
          presently exercisable.

     (2)  Based upon (i) 3,866,221 shares of Common Stock  outstanding as of the
          date of this Prospectus and (ii) as to each Selling  Shareholder,  the
          number of shares of Common  Stock that may be acquired by such Selling
          Shareholder  upon the  exercise  of options  whether or not  presently
          exercisable. Excludes 199,500 shares of treasury stock.

     (3)  Includes (i) 96,799  shares of Common Stock which may be acquired upon
          the exercise of options granted under the Company's 1993  NonQualified
          Plan and (ii) 25,000  shares of Common Stock issued or issuable to Mr.
          Girsky pursuant to the Jaco  Electronics,  Inc.  Restricted Stock Plan
          (the "Restricted Stock Plan").

     (4)  Includes (i) 242,077 shares of Common Stock owned by the Girsky Family
          Trust (ii) 40,000  shares of Common  Stock which may be acquired  upon
          the exercise of options granted under the Company's 1993 Non-Qualified
          Plan and (iii) 25,000 shares of Common Stock issued or issuable to Mr.
          Girsky pursuant to the Restricted Stock Plan.

     (5)  Includes  (i) 1,000  shares of Common  Stock,  (ii)  17,500  shares of
          Common  Stock  which  may be  acquired  by  Cleary  Gull  Reiland  and
          McDevitt,  Inc.,  the  underwriters  for  the  Company's  1995  public
          offering,  upon the exercise of warrants granted to it by the Company,
          (iii)  10,000  shares of Common  Stock which may be acquired  upon the
          exercise of  non-qualified  stock options granted to Mr. Hickey by the
          Company  and (iv) 2,933  shares of Common  Stock which may be acquired
          upon the exercise of options  granted under the  Company's  1993 Stock
          Option Plan for Outside  Directors.  The  reporting  person  disclaims
          beneficial  ownership  of the  shares  of  Common  Stock  which may be
          acquired  upon the exercise of the  warrants,  except to the extent of
          his pecuniary interest therein.

                                        9
(6)  Includes (i) 19,033  shares of Common Stock which may be acquired upon
          the exercise of options granted under the Company's 1993  NonQualified
          Plan and (ii) 10,000  shares of Common Stock issued or issuable to Mr.
          Gash pursuant to the Restricted Stock Plan.

     (7)  Includes (i) 11,167  shares of Common Stock which may be acquired upon
          the exercise of options granted under the Company's 1993  NonQualified
          Plan and (ii) 5,000  shares of Common  Stock issued or issuable to Mr.
          Entenberg pursuant to the Restricted Stock Plan.

     Joel H.  Girsky has been a Director  and  executive  officer of the Company
since it was founded in 1961.  He also is a director  of Nastech  Pharmaceutical
Company,  Inc.  of  Hauppauge,  New York,  and  Frequency  Electronics,  Inc. of
Uniondale, New York. Messrs. Joel H. Girsky and Charles B. Girsky are brothers.

     Charles B. Girsky  became an executive  officer of the Company on August 2,
1985 and has been its Executive Vice President  since January 1988.  Since April
9, 1984, he has been President of Distel, Inc., a wholly-owned subsidiary of the
Company since August, 1985. He was a founder, Director, and the President of the
Company  from 1961  through  January,  1983,  and was  elected a Director of the
Company  again in 1986.  Messrs.  Charles  B.  Girsky  and  Joel H.  Girsky  are
brothers.

     Stephen A. Cohen has been a  Director  of the  Company  since  1970.  Since
August,  1989,  he has  practiced  law as a member of  Morrison  Cohen  Singer &
Weinstein, LLP, general counsel to the Company.

     Edward M. Frankel  became a Director of the Company in May,  1984. For more
than five years,  he has been  President  of  Vitaquest  International,  Inc., a
distributor  of vitamins  and health and beauty  products,  and its  predecessor
entities.

     Joseph F.  Hickey,  Jr.  became a Director of the Company on May 28,  1997.
Since February 1, 1991, he has been employed by Cleary Gull Reiland and McDevitt
Inc., an investment banking firm located in Milwaukee,  Wisconsin. He is serving
as a managing  director of Cleary Gull Reiland and McDevitt  Inc.'s  syndication
department.

     Jeffrey D. Gash became Vice President of Finance of the Company in January,
1989,  and was Controller of the Company for more than five years prior thereto.
He has also served in similar capacities with the Company's subsidiaries.

     Herbert   Entenberg  has  served  as  Vice   President  of  Management  and
Information Systems, and Secretary since 1988. Mr. Entenberg oversees management
information  systems  and  operations  of the  Company  and is  responsible  for
developing and implementing the Company's inventory control system.

                              PLAN OF DISTRIBUTION

     The sales of the Shares by the Selling  Shareholders may be effected,  from
time to time, on the NASDAQ  National  Market System or on any stock exchange on
which the Shares may be listed

                                       10
at the time of sale, in  negotiated  transactions,  or through a combination  of
such methods of sale,  at fixed prices  which may be changed,  at market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices,  or at  negotiated  prices.  The  Selling  Shareholders  may effect such
transactions  by  selling  Shares  to  or  through   broker-dealers,   and  such
broker-dealers may receive  compensation in the form of discounts,  concessions,
or  commissions  from the Selling  Shareholders  and/or the purchasers of Shares
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary commissions).

         The Selling  Shareholders and any broker-dealers that act in connection
with the sale of the  Shares  hereunder  might be  deemed  to be  "Underwriters"
within the  meaning of Section  2(11) of the  Securities  Act;  any  commissions
received  by them and any profit on the resale of Shares as  principal  might be
deemed to be underwriting compensation under the Securities Act.

         Any broker-dealer  acquiring shares from a Selling Shareholder may sell
the Shares either directly, in its normal market-making  activities,  through or
to other brokers on a principal or agency basis,  or to its customers.  Any such
sales may be at prices then prevailing on the NASDAQ National Market System,  at
prices related to such  prevailing  market prices,  at negotiated  prices,  or a
combination of such methods.

         The Company has advised the Selling Shareholders that anti-manipulative
Regulation M under the Exchange Act may apply to their sales in the market,  has
furnished the Selling  Shareholders with a copy of Regulation M and has informed
the Selling Shareholders of the possible need for them to deliver copies of this
Prospectus.  The Selling  Shareholders  may  indemnify  any  broker-dealer  that
participates  in  transactions  involving the sale of the Shares against certain
liabilities,  including  liabilities  arising  under  the  Securities  Act.  Any
commissions   paid  or  any  discounts  or  concessions   allowed  to  any  such
broker-dealers,  and, if any such  broker-dealers  purchase Shares as principal,
any profits received on the resale of such Shares, may be deemed to underwriting
discounts and commissions under the Securities Act.

         Upon the Company's being notified by any Selling  Shareholder  that any
material  arrangement has been entered into with a broker-dealer for the sale of
Shares through a cross or block trade, a supplemental  prospectus  will be filed
pursuant to Rule 424(c) under the Securities Act,  setting forth the name of the
participating  broker-dealer(s),  the  number of Shares  involved,  the price at
which such Shares were sold by the Selling  Shareholder,  the commission paid or
discounts  or   concessions   allowed  by  the  Selling   Shareholder   to  such
broker-dealer(s),  and  where  applicable,  that such  broker-dealer(s)  did not
conduct  any   investigation  to  verify  the  information  set  forth  in  this
Prospectus.

         Any  Shares  which  qualify  for sale  pursuant  to Rule 144  under the
Securities  Act may be  sold  under  that  Rule  rather  than  pursuant  to this
Prospectus.

         There can be no assurances that the Selling  Shareholders will sell any
or all of the Shares offered by them hereunder.

                                       11
All expenses of the  registration of the Shares will be paid for by the
Company.

                                  LEGAL MATTERS

         The legality of the Shares  offered by this  Prospectus has been passed
upon for the Company by Morrison  Cohen Singer & Weinstein,  LLP, 750  Lexington
Avenue, New York, New York 10022.

                                     EXPERTS

         The consolidated  financial  statements and schedules of the Company as
of June 30, 1997 and 1996,  and for each of the years in the  three-year  period
ended June 30,  1997,  have been  incorporated  by  reference  herein and in the
Registration  Statement  in  reliance  upon the report of Grant Thornton  LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.

                                 INDEMNIFICATION

         Sections 721 to 725 of the New York Business  Corporation Law ("NYBCL")
permit  indemnification  of directors,  officers,  and employees of corporations
under certain  circumstances and subject to certain limitations.  Section 726 of
the NYBCL permits the purchase of insurance to indemnify the corporation and its
officers and directors,  subject to certain  limitations.  Section 402(b) of the
NYBCL permits the inclusion of a provision in the  certificate of  incorporation
of a corporation  eliminating or limiting the personal liability of directors to
the corporation or its  shareholders  for damages for any breach of duty in such
capacity, subject to certain limitations.

         Article VI, Section 1 of the Company's By-laws, as amended through June
18, 1987, provides that the Company shall indemnify each director and officer of
the Company  elected,  appointed,  or  continuing to serve after the adoption of
Article VI of the By-laws,  and may indemnify all other persons whom the Company
is authorized  to indemnify  under the  provisions of the NYBCL,  to the fullest
extent permitted by law, against all legal,  accounting,  and other expenses and
liabilities  incurred in connection with any pending or threatened action, suit,
or proceeding,  civil or criminal,  or in connection with any appeal therein, or
otherwise,  and no  provision  of the  By-laws is intended  to be  construed  as
limiting,  prohibiting,  denying,  or abrogating  any of the general or specific
powers or rights conferred under the NYBCL upon the Company to furnish,  or upon
any  court to award,  such  indemnification,  or  indemnification  as  otherwise
authorized by the NYBCL or other law now or hereafter in effect.

         Article EIGHTH of the Company's  Restated  Certificate of Incorporation
provides  that  the  personal  liability  of the  directors  of the  Company  is
eliminated to the fullest extent permitted by the

                                       12
provisions  of  paragraph  (b) of Section  402 of the NYBCL,  as the same may be
amended and supplemented.

         The Company maintains  directors and officers insurance which,  subject
to certain exclusions, insures the directors and officers of the Company against
certain losses which arise out of any neglect or breach of duty (including,  but
not limited to, any error,  misstatement,  act, or omission) by the directors or
officers in the  discharge  of their  duties,  and  insures the Company  against
amounts which it has paid or may become obligated to pay as  indemnification  to
its directors and/or officers to cover such losses.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
registrant  pursuant  to the  foregoing  provisions,  the  registrant  has  been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.

                                       13
PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3 (Form S-8).  Incorporation of Documents by Reference.

         Item 3 (Form S-8).  Incorporation of Documents by Reference.

         The following  documents (or parts  thereof)  filed or to be filed with
the Securities and Exchange  Commission (the "Commission") by the registrant are
incorporated by reference in this registration statement:

     1.   The  Annual  Report on Form 10-K for the  fiscal  year  ended June 30,
          1997;

     2.   The  Quarterly  Reports  on Form 10-Q for the  fiscal  quarters  ended
          September 30, 1997 and December 31, 1997;

     3.   Definitive  Proxy  Statement,  dated  November  3, 1997 for the Annual
          Meeting of Shareholders held on December 9, 1997;

     4.   All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange  Act since the end of the fiscal  year  covered by the annual
          report referred to in (1) above; and

     5.   The  description  of the  Common  Stock  contained  in  the  Company's
          registration  statement filed under the Exchange Act registering  such
          Common  Stock under  Section 12 of the  Exchange  Act,  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

All documents  filed by the Company  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
filing of a post-effective amendment indicating that all of the Shares have been
sold,  or   deregistering   all  of  the  Shares  that,  at  the  time  of  such
post-effective  amendment,  remain unsold, shall be deemed to be incorporated by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained herein or in any document  incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

         The Company shall furnish without charge to each person,  including any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral request of such person, a

                                     II - 1
copy of any or all of the documents which are  incorporated by reference  herein
(other than exhibits to such  documents,  unless such exhibits are  specifically
incorporated by reference into such  documents).  Written or telephone  requests
for  such   documents   should  be   directed   to  Mr.   Jeffrey   Gash,   Vice
President-Finance,  Jaco Electronics, Inc., 145 Oser Avenue, Hauppauge, New York
11788. The Company's telephone number is (516) 273-5500.

Item 4 (Form S-8).  Description of Securities

         Not applicable.

Item 5 (Form S-8).  Interests of Named Experts and Counsel

         Legal Matters

         The legality of the shares of Common Stock offered by this Registration
Statement  has been  passed  upon for the  Company by  Morrison  Cohen  Singer &
Weinstein, LLP, 750 Lexington Avenue, New York, New York 10022.

         Experts

         The consolidated  financial  statements and schedules of the Company as
of June 30, 1997 and 1996,  and for each of the years in the  three-year  period
ended June 30, 1997, have been incorporated by reference herein in reliance upon
the report of Grant Thornton LLP, independent certified public accountants, and
upon the authority of said firm as experts in accounting and auditing.

Item 6 (Form  S-8) and Item 15 (Form  S-3).  Indemnification  of  Directors  and
Officers

         Sections 721 to 725 of the New York Business  Corporation Law ("NYBCL")
permit  indemnification  of directors,  officers,  and employees of corporations
under certain  circumstances and subject to certain limitations.  Section 726 of
the NYBCL permits the purchase of insurance to indemnify the corporation and its
officers and directors,  subject to certain  limitations.  Section 402(b) of the
NYBCL permits the inclusion of a provision in the  certificate of  incorporation
of a corporation  eliminating or limiting the personal liability of directors to
the corporation or its  shareholders  for damages for any breach of duty in such
capacity, subject to certain limitations.

         Article VI, Section 1 of the Company's By-laws, as amended through June
18, 1987, provides that the Company shall indemnify each director and officer of
the Company  elected,  appointed,  or  continuing to serve after the adoption of
Article VI of the By-laws,  and may indemnify all other persons whom the Company
is authorized  to indemnify  under the  provisions of the NYBCL,  to the fullest
extent permitted by law, against all legal,  accounting,  and other expenses and
liabilities  incurred in connection with any pending or threatened action, suit,
or proceeding,  civil or criminal,  or in connection with any appeal therein, or
otherwise,  and no  provision  of the  By-laws is intended  to be  construed  as
limiting,  prohibiting,  denying,  or abrogating  any of the general or specific
powers

                                     II - 2
or rights  conferred  under the NYBCL upon the Company to  furnish,  or upon any
court to award, such indemnification, or indemnification as otherwise authorized
by the NYBCL or other law now or hereafter in effect.

         Article EIGHTH of the Company's  Restated  Certificate of Incorporation
provides  that  the  personal  liability  of the  directors  of the  Company  is
eliminated to the fullest extent permitted by the provisions of paragraph (b) of
Section 402 of the NYBCL, as the same may be amended and supplemented.

         The Company maintains  directors and officers insurance which,  subject
to certain exclusions, insures the directors and officers of the Company against
certain losses which arise out of any neglect or breach of duty (including,  but
not limited to, any error,  misstatement,  act, or omission) by the directors or
officers in the  discharge  of their  duties,  and  insures the Company  against
amounts which it has paid or may become obligated to pay as  indemnification  to
its directors and/or officers to cover such losses.

Item 7 (Form S-8).  Exemption from Registration Claimed

         Not Applicable.

Item 8 (Form S-8) and Item 16 (Form S-3).  Exhibits

Exhibit No.       Description

     4.1  Jaco  Electronics,  Inc.  Restricted Stock Plan (filed as Exhibit B to
          the Company's  Definitive Proxy Statement,  dated November 3, 1997 for
          the Annual Meeting of Shareholders held on December 9, 1997).

     4.2  Form of Escrow Agreement under the Restricted Stock Plan.

     4.3  Form of Stock Purchase Agreement under the Restricted Stock Plan.

     4.4  Form of Stock Option Agreement.

     4.5  Specimen  of Common  Stock  certificate  (filed as Exhibit  4.4 to the
          Company's  Registration  on Form S-8/S-3  (Registration  Statement No.
          33-89994),  filed with the Commission and  automatically  effective on
          March 3, 1995).

     5.1  Opinion of Morrison Cohen Singer & Weinstein,  LLP, as to the legality
          of the securities being registered.

     23.1 Consent of Grant Thornton LLP

     23.2 Consent of Morrison  Cohen Singer & Weinstein,  LLP  (contained in its
          Opinion filed as part of Exhibit 5.1)

     24.1 Powers of Attorney (included on the signature page of the registration
          statement filed April 10, 1998).

                                     II - 3
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the  requirements for filing on Form S-8/S-3 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Hauppauge,  State of New York, on this
day of , 1998.

                                JACO ELECTRONICS, INC.

                                By:/s/ Joel H. Girsky
                                Joel H. Girsky,
                                Chairman of the Board, President and Treasurer

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
signature  appears below  constitutes and appoints Joel H. Girsky and Jeffrey D.
Gash,  or  either  of them,  each  with the  power of  substitution,  his or her
attorney-in-fact,  to sign any amendments to this Registration  Statement and to
file  the  same,  with  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that each of said attorney-in-fact, or his or her substitute, may
do or choose to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated:

Signature                    Title                             Date

/s/ Joel H. Girsky        
Joel H. Girsky          Chairman of the Board, President and     April 10, 1998
                        Treasurer (Principal Executive Officer)

/s/ Charles Girsky
Charles B. Girsky        Executive Vice President and Director   April 10, 1998

/s/ Stephen A. Cohen
Stephen A. Cohen         Director                                April 10, 1998

/s/ Edward M. Frankel
Edward M. Frankel        Director                                April 10, 1998

/s/ Joseph F. Hickey Jr.
Joseph F. Hickey, Jr     Director                                April 10, 1998

/s/ Jeffrey D. Gash
Jeffrey D. Gash      Vice President - Finance (Principal         April 10, 1998
                     Financial and Accounting Officer)
EXHIBIT INDEX

         No.                        Description                           

4.1  Jaco Electronics,  Inc. 1981 Incentive Stock Option Plan, as amended (filed
     as Exhibit 4.1 to the Company's  Registration on Form S-8/S-3 (Registration
     Statement  No.  33-89994),  filed  with the  Commission  and  automatically
     effective on March 3, 1995).

4.2  Jaco  Electronics,  Inc. 1993  Non-Qualified  Stock Option Plan, as amended
     (filed as Exhibit A to the  Company's  Definitive  Proxy  Statement,  dated
     November 3, 1997 for the Annual Meeting of Shareholders held on December 9,
     1997).

4.3  Jaco Electronics,  Inc. 1993 Stock Option Plan for Outside Directors (filed
     as Exhibit 4.3 to the Company's  Registration on Form S-8/S-3 (Registration
     Statement  No.  33-89994),  filed  with the  Commission  and  automatically
     effective on March 3, 1995).

4.4  Specimen of Common Stock certificate (filed as Exhibit 4.4 to the Company's
     Registration on Form S-8/S-3 (Registration  Statement No. 33-89994),  filed
     with the Commission and automatically effective on March 3, 1995).

5.1  Opinion of Morrison  Cohen Singer &  Weinstein,  LLP, as to the legality of
     the securities being registered.

23.1 Consent of Grant Thornton LLP.

23.2 Consent of Morrison Cohen Singer & Weinstein, LLP (contained in its opinion
     filed as Exhibit 5.1 hereto).

24.1 Powers of Attorney  (included on the  signature  page of this  Registration
     Statement).