As filed with the Securities and Exchange Commission on April 10, 1998
                            Registration No. 33-89994


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                  FORM S-8/S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             JACO ELECTRONICS, INC.
              xact 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. 1993 Non-Qualified Stock Option Plan
       Jaco Electronics, Inc. 1993 Stock Option Plan for Outside Directors
                            (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.



<PAGE>


<TABLE>
<CAPTION>

                                             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 (2)       Aggregate Offering Price  Registration Fee
==================================  ================ ==============================  ========================= ==================
<S>                                    <C>                    <C>                          <C>                     <C>     
Common Stock Purchase Options          306,667 (4)               $6.688                    $2,050,988.90         $605.04
                                                                  ------                   -------------
----------------------------------  ---------------- ------------------------------  ------------------------- ------------------
Common Stock, $.10 par value           306,667 (4)               $6.688                    $2,050,988.90           (3)      
                                                                  ------                   -------------
</TABLE>

(1)  This Registration  Statement includes an indeterminable number of shares of
     Common Stock which may be issued under the  antidilution  provisions of the
     Jaco Electronics, Inc. 1993 Non-Qualified Stock Option Plan.

(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.

(3)  No  additional  filing fee is required with respect to the shares of Common
     Stock to be offered for resale.

(4)  This number has been adjusted to give retroactive effect to a 4-for-3 stock
     split of the Company's Common Stock effected on September 22, 1995.


                                EXPLANATORY NOTE

         This  Post-Effective  Amendment No. 1 to the Registration  Statement on
Form S-8/S-3 (Registration Statement No. 33-89994) 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 previously
have been  issued or which  shall be issued  upon  exercise  of options  granted
pursuant to the Jaco Electronics,  Inc. 1993 Non-Qualified Stock Option Plan and
the Jaco  Electronics,  Inc. 1993 Stock Option Plan for Outside  Directors.  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.



                                        2

<PAGE>



PROSPECTUS


                             JACO ELECTRONICS, INC.

                         222,730 Shares of Common Stock
                           (Par Value $0.10 Per Share)


         This  Prospectus  relates to 222,730  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").  The Shares  have been  issued or are  issuable  to the  Selling
Shareholders  pursuant to options (the  "Options")  granted  under certain stock
option agreements between the Company and the Selling Shareholders.  The Company
has received or will receive various amounts ranging from approximately $4.77 to
$12.75 for each Share issued upon the exercise of the Options.  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  Post-Effective  Amendment  to the  Registration  Statement  on  Form
S-8/S-3  (Registration  Statement No.  33-89994),  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.

         All  share  and  per  share  data  contained  in  this   Prospectus  or
incorporated  in  this  Prospectus  by  reference  has  been  adjusted  to  give
retroactive  effect to a  4-for-3  stock  split of the  Company's  Common  Stock
effected on September 22, 1995.




                                        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 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 the Girskys sell all shares issuable
upon  exercise  of such  options,  they  would  own  approximately  18.4% 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  692,035  shares  are  currently  saleable  pursuant  to Rule  144
promulgated  under the  Securities  Act. In general,  Rule 144 provides that any
person  holding  restricted  securities,  acquired  from the  issuer  or from an
affiliate of the issuer, for a minimum of one year 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  securities  exchanges  and/or  reported  through  the
automated quotation system of a registered securities association during


                                        7

<PAGE>



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 300,000 shares of
Common Stock  authorized for issuance under the Company's  Restricted Stock Plan
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 $1,478,793 if all of the Options are exercised. 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."


                              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


                                        8

<PAGE>



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)               96,799              11.7%
Charles B. Girsky         Executive Vice President and Director            310,774 (4)               40,000               6.9%
Stephen A. Cohen          Director                                          31,188 (5)               26,399                *
Edward M. Frankel         Director                                          26,399 (5)               26,399               0%
Joseph F. Hickey, Jr.     Director                                          31,433 (6)                2,933                *
Jeffrey D. Gash           Vice President, Finance                           29,565 (7)               19,033                *
Herbert Entenberg         Vice President of Management and
                          Information Systems, and Secretary                16,167 (8)               11,167                *
                                                                                                    --------
                                                                                                    222,730
</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 plus (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 his  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  Stock
     Option  Plan,  as amended (the "1993  Non-Qualified  Plan") and (ii) 25,000
     shares of Common Stock issued or issuable 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  pursuant to the
     Restricted Stock Plan.

(5)  Includes  26,399  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.

(6)  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.

(7)  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.


                                        9

<PAGE>


(8)  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,
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 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


                                       10

<PAGE>



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.

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



                                       11

<PAGE>



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



                                       12

<PAGE>



         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.

         Items 4, 6, 7 and 9 of Part II of the Company's  Registration Statement
on Form S-8/S-3 (Registration  Statement No. 33-89994) filed with the Securities
and  Exchange  Commission  and  automatically  effective  on March  3,  1995 are
incorporated by reference in this Prospectus

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

Exhibit 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).



                                     II - 1


<PAGE>



Exhibit No.       Description

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).


                                     II - 2


<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": 52269}]
{"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": "333-49873", "film-number": "98591519"}, "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. 33-89994

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                  FORM S-8/S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             JACO ELECTRONICS, INC.
              xact 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. 1993 Non-Qualified Stock Option Plan
       Jaco Electronics, Inc. 1993 Stock Option Plan for Outside Directors
                            (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 (2)       Aggregate Offering Price  Registration Fee
==================================  ================ ==============================  ========================= ==================
Common Stock Purchase Options          306,667 (4)               $6.688                    $2,050,988.90         $605.04
                                                                  ------                   -------------
----------------------------------  ---------------- ------------------------------  ------------------------- ------------------
Common Stock, $.10 par value           306,667 (4)               $6.688                    $2,050,988.90           (3)      
                                                                  ------                   -------------
(1)  This Registration  Statement includes an indeterminable number of shares of
     Common Stock which may be issued under the  antidilution  provisions of the
     Jaco Electronics, Inc. 1993 Non-Qualified Stock Option Plan.

(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.

(3)  No  additional  filing fee is required with respect to the shares of Common
     Stock to be offered for resale.

(4)  This number has been adjusted to give retroactive effect to a 4-for-3 stock
     split of the Company's Common Stock effected on September 22, 1995.

                                EXPLANATORY NOTE

         This  Post-Effective  Amendment No. 1 to the Registration  Statement on
Form S-8/S-3 (Registration Statement No. 33-89994) 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 previously
have been  issued or which  shall be issued  upon  exercise  of options  granted
pursuant to the Jaco Electronics,  Inc. 1993 Non-Qualified Stock Option Plan and
the Jaco  Electronics,  Inc. 1993 Stock Option Plan for Outside  Directors.  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.

                                        2
PROSPECTUS

                             JACO ELECTRONICS, INC.

                         222,730 Shares of Common Stock
                           (Par Value $0.10 Per Share)

         This  Prospectus  relates to 222,730  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").  The Shares  have been  issued or are  issuable  to the  Selling
Shareholders  pursuant to options (the  "Options")  granted  under certain stock
option agreements between the Company and the Selling Shareholders.  The Company
has received or will receive various amounts ranging from approximately $4.77 to
$12.75 for each Share issued upon the exercise of the Options.  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  Post-Effective  Amendment  to the  Registration  Statement  on  Form
S-8/S-3  (Registration  Statement No.  33-89994),  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.

         All  share  and  per  share  data  contained  in  this   Prospectus  or
incorporated  in  this  Prospectus  by  reference  has  been  adjusted  to  give
retroactive  effect to a  4-for-3  stock  split of the  Company's  Common  Stock
effected on September 22, 1995.

                                        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 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 the Girskys sell all shares issuable
upon  exercise  of such  options,  they  would  own  approximately  18.4% 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  692,035  shares  are  currently  saleable  pursuant  to Rule  144
promulgated  under the  Securities  Act. In general,  Rule 144 provides that any
person  holding  restricted  securities,  acquired  from the  issuer  or from an
affiliate of the issuer, for a minimum of one year 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  securities  exchanges  and/or  reported  through  the
automated quotation system of a registered securities association during

                                        7
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 300,000 shares of
Common Stock  authorized for issuance under the Company's  Restricted Stock Plan
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 $1,478,793 if all of the Options are exercised. 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."

                              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

                                        8
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)               96,799              11.7%
Charles B. Girsky         Executive Vice President and Director            310,774 (4)               40,000               6.9%
Stephen A. Cohen          Director                                          31,188 (5)               26,399                *
Edward M. Frankel         Director                                          26,399 (5)               26,399               0%
Joseph F. Hickey, Jr.     Director                                          31,433 (6)                2,933                *
Jeffrey D. Gash           Vice President, Finance                           29,565 (7)               19,033                *
Herbert Entenberg         Vice President of Management and
                          Information Systems, and Secretary                16,167 (8)               11,167                *
                                                                                                    --------
                                                                                                    222,730
*      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 plus (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 his  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  Stock
     Option  Plan,  as amended (the "1993  Non-Qualified  Plan") and (ii) 25,000
     shares of Common Stock issued or issuable 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  pursuant to the
     Restricted Stock Plan.

(5)  Includes  26,399  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.

(6)  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.

(7)  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.

                                        9
(8)  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,
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 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

                                       10
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.

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

                                       11
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 provisions of paragraph (b) of
Section 402 of the NYBCL, as the same may be amended and supplemented.

                                       12
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.

         Items 4, 6, 7 and 9 of Part II of the Company's  Registration Statement
on Form S-8/S-3 (Registration  Statement No. 33-89994) filed with the Securities
and  Exchange  Commission  and  automatically  effective  on March  3,  1995 are
incorporated by reference in this Prospectus

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

Exhibit 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).

                                     II - 1
Exhibit No.       Description

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).

                                     II - 2
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).