AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 10, 2003

                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             Jaco Electronics, Inc.
             (Exact name of Registrant as specified in its charter)

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

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

                   145 Oser Avenue, Hauppauge, New York 11788
               (Address of Principal Executive Offices) (Zip Code)

                  Jaco Electronics, Inc. 2000 Stock Option Plan
           Jaco Electronics, Inc. 1993 Non-Qualified Stock Option Plan
       Jaco Electronics, Inc. 1993 Stock Option Plan for Outside Directors
                  Jaco Electronics, Inc. Restricted Stock Plan
                Stock Options Agreement of Joseph F. Hickey, Jr.
                            (Full Title of the Plan)

                            Joel H. Girsky, President
                             Jaco Electronics, Inc.
                                 145 Oser Avenue
                            Hauppauge, New York 11788
                     (Name and Address of Agent For Service)

                                   Copies to:
                             Michael R. Reiner, Esq.
                     Morrison Cohen Singer & Weinstein, LLP
                              750 Lexington Avenue
                            New York, New York 10022
                                 (212) 735-8600

Commission File Numbers of Registration Statements amended and restated pursuant
to Rule 429 under the Securities Act of 1933 by this Registration Statement:
                                                                     333-89994
                                                                     333-49877

<PAGE>


<TABLE>


                         CALCULATION OF REGISTRATION FEE


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


Title of Each Class of                             Proposed Maximum      Proposed Maximum
      Securities                                    Offering Price           Aggregate
   to be Registered           Amount to be             Per Share          Offering Price            Amount of
                               Registered                                                       Registration Fee

------------------------ ------------------------ -------------------- ---------------------- ----------------------
   Common Stock, par
<S>    <C>                    <C>        <C>             <C>                <C>                      <C>
 value $.10 per share         215,250(2) (3)             $8.00              $1,722,000               $139.31
------------------------ ------------------------ -------------------- ---------------------- ----------------------

   Common Stock, par            7,000(2) (3)             $6.01                $42,070                 $3.40
 value $.10 per share
------------------------ ------------------------ -------------------- ---------------------- ----------------------

   Common Stock, par          284,500(2) (3)             $2.35               $668,575                $54.09
 value $.10 per share
------------------------ ------------------------ -------------------- ---------------------- ----------------------

   Common Stock, par           93,250(2) (3)           $6.94(1)              $647,155                $52.35
 value $.10 per share
------------------------ ------------------------ -------------------- ---------------------- ----------------------


         TOTAL                600,000(2) (3) (4)                                                     $249.15
------------------------ ------------------------ -------------------- ---------------------- ----------------------
</TABLE>

-------------------------
(1) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) promulgated under the Securities Act of 1933 based
upon the average of the high and low price for the Common Stock on The Nasdaq
National Market on December 5, 2003.

(2) Shares of Common Stock issuable upon the exercise of options granted or to
be granted under the Jaco Electronics, Inc. 2000 Stock Option Plan.

(3) This Registration Statement shall also cover any additional shares of Common
Stock which may become issuable under the Plans being registered pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock. In addition, pursuant to Rule 416(c) under
the Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Jaco
Electronics, Inc. 2000 Stock Option Plan.

(4) Does not include shares previously registered on Registration Statements on
Form S-8, Commission File Numbers 333-89994 and 333-49877, which are amended and
restated on a post-effective basis pursuant to Rule 429 under the Securities Act
of 1933, as amended, by this Registration Statement on Form S-8, for which
filing fees were previously paid in connection with the original filing of those
registration statements, and with any amendments relating to increases in the
number of shares registered under such registration statements.
<PAGE>


                                EXPLANATORY NOTES



o    We are filing this  Registration  Statement on Form S-8 to register 600,000
     shares of Common  Stock,  $0.10 par  value  per  share,  issuable  upon the
     exercise of options  available for grant pursuant to the Jaco  Electronics,
     Inc. 2000 Stock Option Plan (the "2000 Stock Option Plan").

o    This registration  statement also registers  reoffers and resales of shares
     of Common Stock  issuable  upon the exercise of options  granted  under the
     2000 Stock  Option  Plan that may  constitute  "control  securities"  under
     General  Instruction  C to  Form  S-8.  These  control  securities  may  be
     reoffered  and resold on a continuous  or delayed basis in the future under
     Rule 415 of the Securities Act of 1933, as amended (the "Securities Act").

o    Pursuant to Rule 429 under the Securities Act, this registration  statement
     on Form S-8  hereby  amends  and  restates  on a  post-effective  basis the
     Registration  Statements on Form S-8, Commission File Numbers 333-89994 and
     333-49877  and the reoffer  prospectuses  contained  in those  Registration
     Statements.

o    This registration  statement  contains two parts. The first part contains a
     "reoffer  prospectus"  prepared in  accordance  with Part I of Form S-3 (in
     accordance  with  Instruction  C of Form  S-8).  The second  part  contains
     information  required in the registration  statement pursuant to Part II of
     Form S-8.  Pursuant to the Note to Part I of Form S-8, the plan information
     specified  by Part I of Form  S-8 is not  required  to be  filed  with  the
     Securities and Exchange  Commission.  Jaco  Electronics,  Inc. will provide
     without charge to any person,  upon written or oral request of such person,
     a copy of each document  incorporated  by reference in Item 3 of Part II of
     this registration  statement (which documents are incorporated by reference
     into the  Section  10(a)  prospectus  as set forth in Form S-8),  the other
     documents  required to be  delivered to eligible  participants  pursuant to
     Rule 428(b) under the Securities Act, and additional  information about the
     2000 Stock  Option  Plan.  Requests  should be directed to Jeffrey D. Gash,
     Executive  Vice  President-Finance  at Jaco  Electronics,  Inc.,  145  Oser
     Avenue,  Hauppauge,  New  York  11788.  Jaco's  telephone  number  is (631)
     273-5500.




<PAGE>


                               REOFFER PROSPECTUS



                             JACO ELECTRONICS, INC.

                        1,029,348 SHARES OF COMMON STOCK

         This reoffer prospectus is to be used for the resale of up to 335,000
shares of our Common Stock by the affiliates listed in the "Selling Shareholder"
table included in this prospectus, which are issuable upon the exercise of
options granted under our 2000 Stock Option Plan; and 694,348 shares of our
Common Stock by the affiliates listed in the "Selling Shareholder" table
included in this prospectus, which were issued or are issuable upon the exercise
of options granted and/or restricted stock issued or to be issued (as
applicable) under our 1993 Non-Qualified Stock Option Plan, our Restricted Stock
Plan and the Stock Options Agreement of Joseph F. Hickey, Jr. This prospectus
also serves to amend and restate the reoffer prospectuses which were included in
Registration Statements on Form S-8, File Nos. 333-89994 and 333-49877, which
were used to register Common Stock underlying options and restricted stock (as
applicable) under our 1993 Non-Qualified Stock Options Plan, our Restricted
Stock Plan and the Stock Options Agreement of Joseph F. Hickey, Jr.

         Selling Shareholders may sell their shares of Common Stock through
public or private transactions at current market prices, or at previously
negotiated prices. Although we will not receive any proceeds when the Selling
Shareholders sell their Common Stock to others, we may, however, receive
proceeds when the Selling Shareholders exercise their options to acquire such
Common Stock.

         Our Common Stock is listed on the Nasdaq National Market under the
symbol "JACO." On December 5, 2003, the last reported sale price of our Common
Stock was $6.88 per share. Our securities are a speculative investment and
involve a high degree of risk.

         SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



                The date of this Prospectus is December 10, 2003.


<PAGE>





                                TABLE OF CONTENTS

Where You Can Find More Information.........................    3
Forward-Looking Statements......................................4
Prospectus Summary..............................................6
Risk Factors....................................................8
Use of Proceeds................................................12
Determination of Offering Price................................12
Selling Shareholders...........................................12
Plan of Distribution...........................................17
Legal Matters..................................................18
Experts........................................................18




                                       2
<PAGE>




                       WHERE YOU CAN FIND MORE INFORMATION

         We are a public company. We file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
document we file with the SEC at the SEC's Public Reference Room in Washington,
D.C. at 450 Fifth Street, N.W., 20549. You may obtain information on the
operation of the Public Reference Room by calling 1-800-SEC-0330. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 until the Selling Shareholders sell all of their shares of Common
Stock. This prospectus is part of a registration statement we filed with the
SEC.

1.   Annual  Report on Form 10-K (File No.:  0-5896),  for the fiscal year ended
     June 30, 2003;

2.   Amendment  Number 1 to Annual  Report on Form  10-K/A,  for the fiscal year
     ended June 30, 2003;

3.   Quarterly  Report on Form 10-Q for the fiscal  quarter ended  September 30,
     2003;

4.   Definitive proxy statement filed with the SEC on November 20, 2003 pursuant
     to Regulation  14A under the  Securities  Exchange Act of 1934;  and

5.   The description of our Common Stock set forth in our registration statement
     on Form 8-A filed under Section 12 of the  Securities  Exchange Act of 1934
     including  any  amendment  or report  filed for the purpose of updating any
     such description.

         You may request a copy of these filings and any or all information that
has been incorporated by reference into this prospectus (but not delivered with
this prospectus), at no cost, by oral request or by writing to us at the
following address:

                             Jaco Electronics, Inc.
                                 145 Oser Avenue
                            Hauppauge, New York 11788
                           Attention: Jeffrey D. Gash
                            Telephone: (631) 273-5500

         You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The Selling Shareholders will
not make an offer of these shares of Common Stock in any state where the offer
is not permitted. You should not assume that the information in this prospectus
or any supplement is accurate as of any date other than the date on the front of
those documents.



                                       3
<PAGE>






Forward-Looking Statements

         This prospectus contains forward-looking statements with respect to the
financial condition, results of operations and business of Jaco. You can find
many of these statements by looking for words like "believes," "expects,"
"anticipates," "estimates" or similar expressions in this document or in
documents incorporated by reference.
         These forward-looking statements are subject to numerous assumptions,
risks and uncertainties. Factors that may cause actual results to differ
materially from those contemplated by the forward-looking statements include,
among others, the following:

o    Dependence on a limited  number of suppliers for products  which generate a
     significant portion of our sales; o Absence of long-term contracts;

o    Strikes or delays in air or sea  transportation  and possible future United
     States legislation with respect to pricing and/or import quotas on products
     imported from foreign countries;

o    Terrorist   attacks  which  create   instability  and  uncertainty  in  the
     electronic components industry;

o    General economic downturns in the electronic  components industry which may
     have an adverse economic effect upon manufacturers, end-users of electronic
     components and electronic components distributors;

o    Volatile pricing of electronic components;

o    Competitive  pressures  in the industry  which may  increase  significantly
     through industry consolidation and entry of new competitors;

o    Costs  or  difficulties   related  to  the  integration  of  newly-acquired
     businesses which may be greater than expected;

o    Limited  allocation of products by suppliers which may reduce  availability
     of certain products; and

o    Adverse changes which may occur in the securities markets.

         These and other risks and uncertainties are disclosed from time to time
in our filings with the Securities and Exchange Commission, including our
periodic reports on Form 10-K and 10-Q, our press releases and in other
statements made by or with the approval of authorized personnel.
         Because forward-looking statements are subject to risks and
uncertainties, actual results may differ materially from those expressed or
implied by them. You are cautioned not to place undue reliance on these
statements, which speak only as of the date of this prospectus.


                                       4
<PAGE>


         We do not undertake any obligation to release publicly any updates or
revisions to any forward-looking statements to reflect events or circumstances
after the date of this prospectus or to reflect the occurrence of unanticipated
events, new information or future developments.


                                       5
<PAGE>





                               PROSPECTUS SUMMARY

         The summary highlights information contained elsewhere in this
prospectus. Because this is only a summary, it does not contain all the
information that you should consider before buying shares in this offering. You
should read the entire prospectus carefully, including our consolidated
financial statements and the related notes incorporated herein by reference.

                                   OUR COMPANY

         We are a distributor of electronic components to industrial original
equipment manufacturers and contract manufacturers both nationally and
internationally. We also provide contract manufacturing services to our
industrial original equipment manufacturers' customers. We distribute products
such as semiconductors, capacitors, resistors, electromechanical devices, flat
panel displays and monitors and power supplies, which are used in the
manufacture and assembly of electronic products, including:

  - telecommunications equipment          - computers and office equipment

  - medical devices and instrumentation   - industrial equipment and controls

  - military/aerospace systems            - automotive and consumer electronics


         We have two distribution centers and 17 strategically located sales
offices throughout the United States. We distribute more than 45,000 products
from over 100 vendors, including such market leaders as Kemet Electronics
Corporation, Samsung Semiconductor, Inc. and Vishay Technology, Inc. to a base
of over 7,500 customers through a dedicated and highly motivated sales force. To
enhance our ability to distribute electronic components, we provide a variety of
value-added services including automated inventory management services,
integrating and assembling various custom components with flat panel displays to
customer specifications, assembling stock items for our customers into
pre-packaged kits, providing contract manufacturing services and programming and
testing power supplies and crystal oscillators. Our core customer base consists
primarily of small and medium-sized manufacturers that produce electronic
equipment used in a wide variety of industries.

         Our executive offices are located at 145 Oser Avenue, Hauppauge, New
York 11788, telephone: (631) 273-5500.




                                       6
<PAGE>



                                  THE OFFERING


Securities Offered.....335,000 shares of Common Stock acquired or to be acquired
     by the Selling  Shareholders  upon the exercise of options  granted to them
     under our 2000  Stock  Option  Plan and  694,348  shares  of  Common  Stock
     acquired or to be acquired by the Selling Shareholders upon the exercise of
     options  granted  and/or  restricted  stock  issued  or  to be  issued  (as
     applicable)  to them under our 1993  Non-Qualified  Stock Option Plan,  our
     Restricted Stock Plan and the Stock Options  Agreement of Joseph F. Hickey,
     Jr. See "Selling Shareholders" and "Plan of Distribution."

Common Stock outstanding as of
December 5, 2003.................................................5,927,082



Risk Factors................The  securities offered hereby involve a high degree
     of risk.  Only  investors who can bear the loss of their entire  investment
     should invest. See "Risk Factors."

Use  of  Proceeds......We  will not receive any of the proceeds when the Selling
     Shareholders  sell their shares of Common Stock. We may,  however,  receive
     proceeds when such Selling Shareholders  exercise their options to purchase
     our Common  Stock.  We intend to utilize the net proceeds from the exercise
     of options for general corporate purposes. See "Use of Proceeds."

Dividend Policy........We currently intend to retain all future earnings to fund
     the  development  and growth of our business.  We do not anticipate  paying
     cash dividends.

Nasdaq National Market Symbol............................."JACO"





                                       7
<PAGE>



                                  RISK FACTORS

         You should carefully consider the risks described below before making
an investment decision. The risks and uncertainties described below are not the
only ones facing Jaco. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial also may impair our business operations.
If any of the following actually occur, our business could be harmed. In such
case, the trading price of our Common Stock could decline, and you may lose all
or part of your investment.

Risks Related To Our Business

We Are Dependent On A Limited Number Of Suppliers. If One Or More Of Our Largest
Suppliers Chooses Not To Sell Products To Us, Our Operating Results Could
Suffer.

         We rely on a limited number of suppliers for products which generate a
significant portion of our sales. Substantially all of our inventory has and
will be purchased from suppliers with which we have entered into non-exclusive
distributor agreements which are typically cancelable on short notice. In the
fiscal year ended June 30, 2003, products purchased from our two largest
suppliers accounted for approximately 38% of our sales. No other supplier
accounted for more than nine percent of our sales. While we do not believe that
the loss of any one supplier would have a material adverse effect upon us since
most products sold by us are available from multiple sources, our 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 our business, since there can be no assurance that we will be able to
replace lost suppliers.

We Do Not Have Long-Term Contracts With Our Customers And, As A Result, Our
Customers May Be Able To Cancel, Reduce Or Delay Their Orders Without Penalty.

         We typically do not obtain long-term purchase orders or commitments but
instead work with our customers to develop information for lead times for orders
and commitments. Based on such information, we make commitments regarding the
level of business that we will seek and accept, and the levels and utilization
of personnel and other resources. A variety of conditions, both specific to each
individual customer and generally affecting each customer's industry, may cause
our customers to cancel, reduce or delay orders that were either previously made
or anticipated. Generally, our customers may cancel, reduce or delay purchase
orders and commitments without penalty on standard products. For nonstandard
products, usually non-cancelable orders are accepted, and charges may be
assessed which are associated with the cancellation, reduction or delay of such
orders. Significant or numerous cancellations, reductions or delays in orders by
customers, or any inability by customers to pay for our products could have a
material adverse effect on our operating results.




                                       8
<PAGE>



We Are Dependent On Foreign Manufacturers And Subject To Trade Regulations Which
Expose Us To Political And Economic Risk.

         A significant number of components sold by us are manufactured by
foreign manufacturers. As a result, our ability to sell certain products at
competitive prices, could be adversely affected by the following:

         -   increases in tariffs or duties;
         -   changes in trade treaties;
         -   strikes or delays in air or sea transportation; and
         -   future United States legislation with respect to pricing and/or
             import quotas on products imported from foreign countries.

         Our ability to be competitive with respect to sales of imported
components could also be affected by other governmental 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 we
purchase products from United States subsidiaries or affiliates of foreign
manufacturers, our purchases are paid for in U.S. dollars, which reduces or
eliminates the potential adverse effects of currency fluctuations. While we
believe that the factors involving foreign components supply have not adversely
impacted our business in the past, there can be no assurance that such factors
will not materially adversely affect our business in the future.

At Times Our Industry Is Subject To Supply Shortages.  Any Delay Or Inability To
Obtain Components May Have An Adverse Effect On Our Operating Results.

         At various times there have been shortages of components in the
electronics industry, and certain components, including semiconductor devices,
capacitors and flat panel display products, have been subject to limited
allocation by some of our suppliers. Although such shortages and allocations
have not had a material adverse effect on our operating results, there can be no
assurance that any future shortages or allocations would not have such an effect
on us.

Our  Industry Is  Cyclical,  Which  Causes Our  Operating  Results To  Fluctuate
Significantly.

         Our industry has been experiencing a reduction in demand for electronic
components. The electronic components distribution industry has historically
been affected by general economic downturns, which have often had an adverse
economic effect upon manufacturers, end-users of electronic components and
electronic components distributors such as Jaco. In addition, the life-cycle of
existing electronic products and timing of new product development and
introduction can affect demand for electronic components. These market changes
have caused in the past, and will likely cause in the future, our operating
results to fluctuate.




                                       9
<PAGE>



The Prices Of Our Components Are Subject To Volatility.

         We sell a significant amount of products that have historically
experienced volatile pricing. These products include dynamic random access
memory ("RAM"), static RAMs and liquid crystal displays ("LCDs"). If market
pricing for these products decreases significantly, we may experience periods
when our investment in inventory exceeds the market price of such products.
These market conditions could have a negative impact on sales and gross profit
margins unless and until our suppliers reduce the cost of these products.

Sales To A Group Of Customers  Represent A Significant Percent Of Our Sales. The
Loss Of These Key Customers Could Affect Our Operating Results.

         Sales to several contract manufacturers, which are directed by one of
our customers, accounted for a significant percentage of Jaco's net sales for
the fiscal year ended June 30, 2003. If we were to lose this group of customers,
or if they were to reduce their level of purchasing, it could have a material
adverse effect on our business. In addition, the insolvency or other inability
or unwillingness of these customers to pay for our products could have a
material adverse effect on our business.

Our Industry Is Highly  Competitive  And  Competition  Could Harm Our Ability To
Sell Our Products And Services And Thereby Reduce Our Market Share.

         The electronic components distribution and the contract manufacturing
industries are highly competitive. In the electronic components distribution
industry, we generally compete with local, regional and national distributors
and electronic components manufacturers, including some of our own suppliers. In
the area of contract manufacturing, we compete against numerous domestic and
offshore manufacturers, as well as the in-house manufacturing capabilities of
our existing and potential customers. Many of such competitors have greater name
recognition and financial and other resources than we do. There can be no
assurance that we will continue to compete successfully with existing or new
competitors and failure to do so could have a material adverse effect on our
operating results.

Our Future  Acquisitions  Could Be Difficult to Integrate,  Disrupt Our Business
and Affect Our Operations.

         Our strategy depends, in part, on our ability to identify and acquire
compatible electronic components distributors and to integrate the acquired
operations. During the fiscal year ended June 30, 2003, we purchased certain
assets of the electronics distribution business of Reptron Electronics, Inc.
("Reptron"). There can be no assurance that we will be able to locate
appropriate acquisition candidates in the future, and that if candidates are
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 requires the expenditure of sizable amounts of
capital and management effort. Moreover, unexpected problems encountered in
connection with our acquisitions could have a material adverse effect on us. We
could be forced to alter our strategy in the future if suitable acquisition
candidates are not available.


                                       10
<PAGE>



We Depend On The Continued Services Of Our Executive  Officers,  And The Loss Of
Key Personnel Could Affect Our Ability To Successfully Grow Our Business.

         We are highly dependent upon the services of our key executive
officers. The permanent loss for any reason of one or more of our key executives
could have a material adverse effect upon our operating results. While we
believe that we would be able to locate suitable replacements for our executives
if their services were lost, there can be no assurance that we would, in fact,
be able to do so. Our future success will also depend, in part, upon our
continuing ability to attract and retain highly qualified personnel.

Our Officers And Directors Have Significant Control Over Us And May Approve Or
Reject Matters Contrary To Your Vote.

         Upon completion of the offering, Messrs. Joel H. Girsky and Charles B.
Girsky will beneficially own an aggregate of 1,680,000 shares of Common Stock,
representing approximately 26.6% of the outstanding shares of Common Stock,
assuming that they do not sell any of their shares of Common Stock in the
offering. In the event of the exercise of all of their outstanding stock
options, after completion of the offering and the sale of all shares of Common
Stock which may be offered hereunder by the Girskys, the Girskys would
beneficially own an aggregate of 1,006,902 shares of Common Stock, representing
approximately 15.9% of the outstanding shares of Common Stock. As a result of
such stock ownership and their positions as executive officers and as two of the
six directors of Jaco, they are and will continue to be in a position to control
the day-to-day affairs of Jaco.

Anti-Takeover Provisions.

         As a New York corporation, we are subject to the New York Business
Corporation Law. The New York Business Corporation Law imposes restrictions on
the ability of a third party to effect a change in control of Jaco. Pursuant to
Section 912 of the New York Business Corporation Law, except under certain
circumstances, we may not engage in a business transaction with any holder of
20% or more of our voting stock, unless our Board of Directors approves the
transaction. This may have the effect of delaying, deterring or preventing a
change in control of Jaco.

We Are Unable To Predict The Impact That The Continuing  Threat Of Terrorism And
The  Responses  To That Threat May Have On Our  Business,  Prospects,  Financial
Condition, Results Of Operations And Cash Flows.

         The terrorist attacks in the United States and other countries, have
shaken consumer confidence and have disrupted commerce throughout the world. The
continuing threat of terrorism in the United States and other countries and
heightened security measures, as well as current and any future military action
in response to such threat, may cause significant disruption to the global
economy, including widespread recession. Such disruptions may result in a
general decrease in spending that could decrease demand for electronic
components, which could materially and adversely affect our business and results
of operations. We are unable to predict whether the continuing threat of
terrorism or the responses to such threat will result in any long-term
commercial disruptions or whether such terrorist activities or responses will
have any long-term material adverse effect on our business, prospects, financial
condition, results of operations and cash flows.




                                       11
<PAGE>



                                 USE OF PROCEEDS

         We will not receive any proceeds when the Selling Shareholders sell
their Common Stock to others. However, we may receive proceeds when the Selling
Shareholders exercise their options to acquire such Common Stock. We intend to
use any such proceeds from the exercise of options for general corporate
purposes.

                         DETERMINATION OF OFFERING PRICE

         The Selling Shareholders may sell their shares of Common Stock through
public or private transactions at current market prices, or at previously
negotiated prices.

                              SELLING SHAREHOLDERS

         The shares of Common Stock to which this prospectus relates are being
registered for reoffers and resales by the Selling Shareholders who have
acquired or may acquire such Common Stock pursuant to the exercise of options
granted under our 2000 Stock Option Plan. The Selling Shareholders named below
may resell all, a portion or none of their shares of Common Stock, from time to
time.

         Participants under our 2000 Stock Option Plan who are deemed to be
"affiliates" of Jaco and who may acquire Common Stock under our 2000 Stock
Option Plan may be added to the Selling Shareholders listed below from time to
time by use of a prospectus supplement filed pursuant to Rule 424(b) under the
Securities Act. An "affiliate" is defined in Rule 405 under the Securities Act
as a "person that directly, or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with" Jaco.

         The table below sets forth with respect to each Selling Shareholder who
is an affiliate of Jaco, the number of shares of Common Stock beneficially owned
before the sale of the Common Stock which may be offered hereunder, the number
of shares of Common Stock which may be sold hereunder, the number of shares of
Common Stock beneficially owned after the sale of the Common Stock which may be
offered hereunder, and the percent of the outstanding shares of Common Stock
owned before and after the sale of the Common Stock which may be offered
hereunder.

         Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
table also serves to amend and restate information about selling shareholders
that was previously disclosed on registration statements, Commission File Nos.
333-89994 and 333-49877 associated with our 1993 Non-Qualified Stock Option
Plan, our Restricted Stock Plan and the Stock Options Agreement of Joseph F.
Hickey, Jr.




                                       12
<PAGE>


<TABLE>



                                                                         COMMON STOCK
                                                      COMMON STOCK       WHICH MAY BE
                                   COMMON STOCK       WHICH MAY BE     SOLD PURSUANT TO      COMMON STOCK
                                   BENEFICIALLY     SOLD PURSUANT TO       THE 1993       WHICH MAY BE SOLD
                                   OWNED BEFORE      THE 2000 STOCK      NON-QUALIFIED     PURSUANT TO THE
                                      SELLING        OPTION PLAN AND     STOCK OPTION      RESTRICTED STOCK
            SELLING                 SHAREHOLDER           THIS           PLAN AND THIS      PLAN AND THIS
          SHAREHOLDERS               REOFFER (1)       PROSPECTUS(2)      PROSPECTUS(3)      PROSPECTUS(4)
         ------------               -----------       -------------      -------------      -------------
<S>                                <C>                   <C>                   <C>                 <C>
Joel H. Girsky                     1,126,640(7)          75,000(8)             383,098(9)          37,500(10)
Chairman of the Board,
President and Treasurer
Joseph F. Oliveri                     70,000(11)         40,000(12)             30,000(13)             --

Vice Chairman of the Board and
Executive Vice President
Charles B. Girsky                    553,360(14)         50,000(15)             90,000(16)         37,500(10)
Executive Vice President and
Director
Stephen A. Cohen                      59,683(17)         30,000(18)             11,250(19)             --
Director
Edward M. Frankel                     41,250(20)         30,000(18)             11,250(19)             --
Director
Joseph F. Hickey, Jr.                 57,750(21)         30,000(18)             11,250 (19)            --
Director
Jeffrey D. Gash                       87,298(23)         40,000(12)             30,000(13)         15,000(24)
Executive Vice President and
Secretary
Gary Giordano                         62,500(25)         40,000(12)             15,000(26)          7,500(27)
Executive Vice
President



                                            COMMON STOCK
                                         WHICH MAY BE SOLD
                                          PURSUANT TO THE
                                            STOCK OPTION
                                            AGREEMENT OF        COMMON STOCK        PERCENTAGE OF
                                         JOSEPH F. HICKEY,   BENEFICIALLY OWNED     COMMON STOCK
                                            JR. AND THIS     AFTER REOFFER (1)       OWNED AFTER
                                            PROSPECTUS(5)             (6)           REOFFER (1) (6)
                                           -------------             ---           ---------------
Joel H. Girsky                                        --             631,042          10.2%(7)
Chairman of the Board,
President and Treasurer
Joseph F. Oliveri                                     --                --               --

Vice Chairman of the Board and
Executive Vice President
Charles B. Girsky                                     --             375,860            6.2%
Executive Vice President and
Director
Stephen A. Cohen                                      --              18,433              *
Director
Edward M. Frankel                                     --                  --             --
Director
Joseph F. Hickey, Jr.                             15,000(22)           1,500              *
Director
Jeffrey D. Gash                                       --               2,298              *
Executive Vice President and
Secretary
Gary Giordano                                          --               --              --
Executive Vice
President

----------------------------
*Represents less than 1%.

</TABLE>





                                       13
<PAGE>



(1)  Does not include shares of Common Stock that may be acquired by the Selling
     Shareholders  upon exercise of options which have not vested within 60 days
     of  the  date  of  this  prospectus.  Each  beneficial  owner's  percentage
     ownership  is  determined  by assuming  that  options that are held by such
     person  (but not those  held by any other  person)  and that are  currently
     exercisable  (that  are  exercisable  within  60 days  of the  date of this
     prospectus)  have been  exercised.  The inclusion in this prospectus of the
     stated number of shares does not constitute a commitment to sell any or all
     of such  shares.  The  number of shares of Common  Stock  offered  shall be
     determined from time to time by each Selling Shareholder at his or her sole
     discretion.

(2)  Includes shares of Common Stock  underlying  options granted to the Selling
     Shareholders  under the 2000 Stock Option Plan,  whether or not exercisable
     as of, or  within 60 days of,  the date of this  prospectus.  (3)  Includes
     shares  of  Common  Stock   underlying   options  granted  to  the  Selling
     Shareholders under the 1993 Non-Qualified Stock Option Plan, whether or not
     exercisable as of, or within 60 days of, the date of this  prospectus.  (4)
     Includes  shares of Common Stock issued to the Selling  Shareholders  under
     the Restricted  Stock Plan. (5) Includes shares of Common Stock  underlying
     options granted to the Selling Shareholder under the Stock Option Agreement
     of Joseph F. Hickey,  Jr. (6) Assumes a base of 5,927,082  shares of Common
     Stock issued and outstanding as of December 5, 2003.

(7)  Includes  (i)  173,098  shares of Common  Stock  acquired  pursuant  to the
     exercise of options granted under the 1993 Non-Qualified Stock Option Plan,
     (ii)  210,000  shares  of  Common  Stock  acquirable  pursuant  to  options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan,  (iii) 75,000  shares of Common Stock  acquirable  pursuant to
     options  exercisable  within 60 days  granted  under the 2000 Stock  Option
     Plan,  and (iv) 37,500 shares of Common Stock awarded under the  Restricted
     Stock Plan.

(8)  Includes  75,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable within 60 days granted under the 2000 Stock Option Plan.

(9)  Includes  (i)  173,098  shares of Common  Stock  acquired  pursuant  to the
     exercise of options granted under the 1993 Non-Qualified Stock Option Plan,
     and (ii)  210,000  shares of Common  Stock  acquirable  pursuant to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan.

(10) Includes  37,500 shares of Common Stock awarded under the Restricted  Stock
     Plan.

(11) Includes (i) 30,000 shares of Common Stock  acquirable  pursuant to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan, and (ii) 40,000 shares of Common Stock acquirable  pursuant to
     options  exercisable  within 60 days  granted  under the 2000 Stock  Option
     Plan.

                                       14
<PAGE>


(12) Includes  40,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable within 60 days granted under the 2000 Stock Option Plan.

(13) Includes  30,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan.

(14) Includes  (i) 347,815  shares of Common  Stock  owned by the Girsky  Family
     Trust, (ii) 37,500 shares of Common Stock acquired pursuant to the exercise
     of options granted under the 1993  Non-Qualified  Stock Option Plan,  (iii)
     52,500 shares of Common Stock  acquirable  pursuant to options  exercisable
     within 60 days granted under the 1993 Non-Qualified Stock Option Plan, (iv)
     50,000 shares of Common Stock  acquirable  pursuant to options  exercisable
     within 60 days granted  under the 2000 Stock  Option  Plan,  and (v) 37,500
     shares of Common Stock awarded under the Restricted Stock Plan.

(15) Includes  50,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable within 60 days granted under the 2000 Stock Option Plan.

(16) Includes  (i)  37,500  shares  of Common  Stock  acquired  pursuant  to the
     exercise of options granted under the 1993 Non-Qualified Stock Option Plan,
     and (ii)  52,500  shares of Common  Stock  acquirable  pursuant  to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan.

(17) Includes (i) 7,183 shares of Common Stock owned directly by Mr. Cohen, (ii)
     11,250 shares of Common Stock  acquirable  pursuant to options  exercisable
     within 60 days  granted  under the 1993  Non-Qualified  Stock  Option Plan,
     (iii)  30,000  shares  of  Common  Stock  acquirable  pursuant  to  options
     exercisable  within 60 days granted  under the 2000 Stock Option Plan,  and
     (iv)  11,250  shares of Common  Stock held as  nominee  for the law firm of
     Morrison  Cohen Singer &  Weinstein,  LLP, in which Mr. Cohen is a partner.
     Mr. Cohen disclaims beneficial ownership of the 11,250 shares except to the
     extent of his  pecuniary  interest  therein  by  virtue of his  partnership
     interest in Morrison Cohen Singer & Weinstein, LLP.

(18) Includes  30,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable within 60 days granted under the 2000 Stock Option Plan.

(19) Includes  11,250  shares of Common  Stock  acquirable  pursuant  to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan.

(20) Includes (i) 11,250 shares of Common Stock  acquirable  pursuant to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan, and (ii) 30,000 shares of Common Stock acquirable  pursuant to
     options  exercisable  within 60 days  granted  under the 2000 Stock  Option
     Plan.

(21) Includes  (i)  15,000  shares  of Common  Stock  acquired  pursuant  to the
     exercise of options granted under the Stock Option Agreement with Joseph F.
     Hickey,  Jr.,  (ii) 11,250  shares of Common Stock  acquirable  pursuant to
     options  exercisable  within 60 days granted  under the 1993  Non-Qualified
     Stock Option  Plan,  and (iii)  30,000  shares of Common  Stock  acquirable
     pursuant to options exercisable within 60 days granted under the 2000 Stock
     Option Plan.


                                       15
<PAGE>



(22) Includes 15,000 shares of Common Stock acquired pursuant to the exercise of
     options granted under the Stock Option Agreement of Joseph F. Hickey, Jr.

(23) Includes (i) 30,000 shares of Common Stock  acquirable  pursuant to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option  Plan,  (ii) 40,000  shares of Common Stock  acquirable  pursuant to
     options  exercisable  within 60 days  granted  under the 2000 Stock  Option
     Plan,  and (iii) 15,000 shares of Common Stock awarded under the Restricted
     Stock Plan.

(24) Includes  15,000 shares of Common Stock awarded under the Restricted  Stock
     Plan.

(25) Includes (i) 15,000 shares of Common Stock  acquirable  pursuant to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option  Plan,  (ii) 40,000  shares of Common Stock  acquirable  pursuant to
     options  exercisable  within 60 days  granted  under the 2000 Stock  Option
     Plan,  and (iii) 7,500 shares of Common Stock awarded under the  Restricted
     Stock Plan.

(26) Includes  15,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan.

(27) Includes  7,500 shares of Common Stock awarded under the  Restricted  Stock
     Plan.



                                       16
<PAGE>





                              PLAN OF DISTRIBUTION

         The shares of Common Stock to which this prospectus pertains may be
sold or transferred for value by the Selling Shareholders, or by pledges,
donees, transferees or other successors in interest to the Selling Shareholders,
in one or more transactions on the Nasdaq National Market, in negotiated
transactions or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Shareholders may effect
such transactions by selling their shares of Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the shares of Common Stock for whom such broker-dealers
may act as agent (which compensation may be less than or in excess of customary
commissions). The Selling Shareholders and any broker-dealers that participate
in the distribution of the shares of Common Stock may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the shares of
Common Stock sold by them may deemed to be underwriting discounts and
commissions under the Securities Act. The sale of the shares of Common Stock by
the Selling Shareholders is subject to the prospectus delivery requirements of
the Securities Act.

         We have advised the Selling Shareholders that the anti-manipulation
rules of Regulation M under the Securities Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of the Selling Shareholders
and their affiliates. In addition, we will make copies of this reoffer
prospectus available to the Selling Shareholders and have informed them of the
possible need for delivery of copies of this reoffer prospectus to purchasers on
or prior to sales of the shares offered under this reoffer 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, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.

         Any securities covered by this reoffer prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under those rules
rather than pursuant to this reoffer prospectus.

         Upon notification to us by a Selling Shareholder that any material
arrangement has been entered into with a broker or dealer for the sale of shares
of Common Stock through a secondary distribution, or a purchase by a
supplemented prospectus will be filed, if required, pursuant to Rule 424(b)
under the Securities Act, disclosing (i) the name of each such Selling
Shareholder and the participating broker-dealers, (ii) the number of shares of
Common Stock involved, (iii) the price at which such shares are being sold, (iv)
the commissions paid or the discounts or concessions allowed to such
broker-dealers, (v) where applicable, that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in the Prospectus, as supplemented, and (vi) other facts material to the
transactions.

         In addition to any such number of shares of Common Stock sold
hereunder, a Selling Shareholder may, at the same time, sell any shares of
Common Stock, including the shares of Common Stock to which this prospectus
pertains, owned by him or her in compliance with all of the requirements of Rule
144 promulgated under the Securities Act, regardless of whether such shares are
covered by this prospectus.



                                       17
<PAGE>


         There is no assurance that any of the Selling Shareholders will sell
any or all of the shares of Common Stock offered hereby.

         We will pay all expenses in connection with this offering other than
commissions and discounts of underwriters, dealers or agents. All selling and
other expenses incurred by individual Selling Shareholders will be borne by such
Selling Shareholders.


                                  LEGAL MATTERS

         Morrison Cohen Singer & Weinstein, LLP, New York, New York will pass
upon the validity of the shares of Common Stock for us in connection with this
offering. Stephen A. Cohen, a member of the firm and a Director of Jaco,
currently (i) owns 7,183 shares of Common Stock, (ii) holds options to purchase
an additional 41,250 shares of Common Stock, and (iii) holds 11,250 shares of
Common Stock as nominee for Morrison Cohen Singer & Weinstein, LLP. Mr. Cohen
disclaims beneficial ownership of the 11,250 shares except to the extent of his
pecuniary interest therein by virtue of his partnership interest in Morrison
Cohen Singer & Weinstein, LLP.


                                     EXPERTS

         The consolidated financial statements and schedule of Jaco Electronics,
Inc. as of June 30, 2003 and 2002 and for each of the three years in the period
ended June 30, 2003, incorporated in this prospectus by reference from Jaco's
Annual Report on Form 10-K for the fiscal year ended June 30, 2003, have been
audited by Grant Thornton LLP, independent certified public accountants, as
stated in their reports, which are incorporated herein by reference, and has
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.


             NO RELIANCE ON INFORMATION NOT CONTAINED IN PROSPECTUS

         No dealer, salesperson or any other individual has been authorized to
give any information or to make any representations not contained in this
prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by us or the Selling Shareholders. This
prospectus does not constitute an offer to sell, or a solicitation to buy, any
security by any person in any jurisdiction in which such offer or solicitation
is unlawful. Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances imply that the information in this prospectus is
correct as of any time subsequent to the date of this prospectus.




                                       18
<PAGE>








                                1,029,348 SHARES

                             JACO ELECTRONICS, INC.

                                  COMMON STOCK




                                   -----------

                                    PROSPECTUS

                                   -----------








                                December 10, 2003




<PAGE>











                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Jaco Electronics, Inc. incorporates by reference the documents listed
below into this Registration Statement on Form S-8. All documents subsequently
filed by Jaco Electronics, Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part thereof
from the date of filing of such documents:

         1. Annual Report on Form 10-K (File No.: 0-5896), for the fiscal year
ended June 30, 2003;

2.   Amendment  Number 1 to Annual  Report on Form  10-K/A,  for the fiscal year
     ended June 30, 2003;

3.   Quarterly  Report on Form 10-Q for the fiscal  quarter ended  September 30,
     2003;

4.   Definitive proxy statement filed with the SEC on November 20, 2003 pursuant
     to Regulation 14A under the Securities Exchange Act of 1934; and

5.   The description of our Common Stock set forth in our registration statement
     on Form 8-A filed under Section 12 of the  Securities  Exchange Act of 1934
     including  any  amendment  or report  filed for the purpose of updating any
     such description.

See the section entitled "WHERE YOU CAN FIND MORE INFORMATION" in the reoffer
prospectus filed with this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Morrison Cohen Singer & Weinstein, LLP, New York, New York will pass
upon the validity of the shares of Common Stock for us in connection with this
offering. Stephen A. Cohen, a member of the firm and a Director of Jaco,
currently (i) owns 7,183 shares of Common Stock, (ii) holds options to purchase
an additional 41,250 shares of Common Stock, and (iii) holds 11,250 shares of
Common Stock as nominee for Morrison Cohen Singer & Weinstein, LLP. Mr. Cohen
disclaims beneficial ownership of the 11,250 shares except to the extent of his
pecuniary interest therein by virtue of his partnership interest in Morrison
Cohen Singer & Weinstein, LLP.




                                      II-1
<PAGE>



ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 402 of the Business Corporation Law of the State of New York
(the "BCL") provides that a corporation may indemnify its officers and directors
(or persons who have served, at the corporation's request, as officers or
directors of another corporation) against the reasonable expenses, including
attorneys' fees, actually and reasonably incurred by them in connection with the
defense of any action by reason of being or having been directors or officers,
if such person shall have acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that if such action shall be in the right of the
corporation, no such indemnification shall be provided as to any claim, issue or
matter as to which such person shall have been judged to have been liable to the
corporation unless and to the extent that the Supreme Court of the State of New
York, or any other court in which the suit may be brought, shall determine upon
application that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnification. Our Restated Certificate of
Incorporation (the "Charter"), and our Restated By-Laws (the "By-Laws") provide
or the elimination of the personal liability of a director to us and to our
Shareholders for monetary damages for breach of a fiduciary duty as a director.
However, the Charter and By-Laws have not (and are not permitted by statute to
have) eliminated the liability of a director for (i) any breach of a director's
duty of loyalty to the registrant and its Shareholders; (ii) any acts or
omissions not undertaken in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) any action under Section 719 of the BCL,
including paying a dividend or approving an illegal dividend; or (iv) any
transaction from which the director derived an improper personal benefit. The
Charter and By-Laws also provide that expenses incurred by an officer or
director may be paid in advance of the final disposition of such action, suit or
proceeding by us upon the receipt of an undertaking by or on behalf of the
director or officer to repay the said amount advanced if a specific
determination is made that the officer or director is not entitled to the
indemnification. In addition, the By-Laws provide that we may maintain insurance
to protect our self and our officers and directors against any liability, cost,
payment or expense associated with such indemnification.

         The above description of the BCL and our Charter and By-Laws is not
intended to be exhaustive and is qualified in its entirety by such statute,
Charter and By-Laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

  No.    Description
  ---     -----------

5.1      Opinion of Morrison Cohen Singer & Weinstein, LLP

10.22    Jaco Electronics, Inc. 2000 Stock Option Plan (incorporated by
         reference to Exhibit A to Proxy Statement, mailed to shareholders on
         November 20, 2000 in connection with Jaco Electronics, Inc's Annual
         Meeting held on December 12, 2000).

                                      II-2
<PAGE>


23.1 Consent of Morrison Cohen Singer & Weinstein,  LLP (included in Exhibit 5.1
     hereto)

23.2 Consent of Grant Thornton LLP

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



                                      II-3
<PAGE>



ITEM 9. UNDERTAKINGS

         The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

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

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

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

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

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

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

                                      II-4
<PAGE>


         Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                                      II-5
<PAGE>







<TABLE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Hauppauge, state of New York, on this day of
December, 2003.

                                       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 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
said attorney-in-fact, or his 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 by the following persons in the
capacities and on the date indicated:


Signature                                     Title                                          Date

                                              Chairman of the Board, President and           December 10, 2003
<S>                                             <C>                                             <C>
/s/ Joel H. Girsky                            Treasurer (principal executive officer)
------------------
Joel H. Girsky


                                              Executive Vice President-Finance and           December 10, 2003
/s/ Jeffrey D. Gash
-------------------
Jeffrey D. Gash                               Secretary (principal financial and
                                              accounting officer)


/s/ Joseph F. Oliveri                         Vice Chairman of the Board and Executive       December 10, 2003
---------------------
Joseph F. Oliveri                             Vice President


/s/ Charles B. Girsky                         Executive Vice President and Director          December 10, 2003
----------------------
Charles B. Girsky


                                              Director                                       December 10, 2003
/s/ Stephen A. Cohen
--------------------
Stephen A. Cohen

                                              Director                                       December 10, 2003
/s/ Edward M. Frankel
---------------------
Edward M. Frankel


                                              Director                                       December 10, 2003
/s/ Joseph F. Hickey Jr.
------------------------
Joseph F. Hickey, Jr.


</TABLE>

<PAGE>



                                  EXHIBIT INDEX

No.    Description



5.1   Opinion of Morrison Cohen Singer & Weinstein, LLP.

10.22 Jaco  Electronics,  Inc. 2000 Stock Option Plan (incorporated by reference
     to Exhibit A to Proxy  Statement,  mailed to  shareholders  on November 20,
     2000 in  connection  with Jaco  Electronics,  Inc's Annual  Meeting held on
     December 12, 2000).

23.1  Consent of Morrison Cohen Singer & Weinstein, LLP (included in Exhibit 5.1
      hereto).

23.2  Consent of Grant Thornton LLP.

24.1  Power of Attorney (included  on the  signature  page of this  Registration
      Statement)
[{"type": "S-8", "sequence": "1", "filename": "jacoforms8.txt", "description": "JACO REGISTRATION STATEMENT", "secsgml_size_bytes": 70734}]
{"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": "333-111065", "film-number": "031047876"}, "business-address": {"street1": "145 OSER AVE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "6312735500"}, "mail-address": {"street1": "145 OSER AVE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 10, 2003

                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             Jaco Electronics, Inc.
             (Exact name of Registrant as specified in its charter)

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

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

                   145 Oser Avenue, Hauppauge, New York 11788
               (Address of Principal Executive Offices) (Zip Code)

                  Jaco Electronics, Inc. 2000 Stock Option Plan
           Jaco Electronics, Inc. 1993 Non-Qualified Stock Option Plan
       Jaco Electronics, Inc. 1993 Stock Option Plan for Outside Directors
                  Jaco Electronics, Inc. Restricted Stock Plan
                Stock Options Agreement of Joseph F. Hickey, Jr.
                            (Full Title of the Plan)

                            Joel H. Girsky, President
                             Jaco Electronics, Inc.
                                 145 Oser Avenue
                            Hauppauge, New York 11788
                     (Name and Address of Agent For Service)

                                   Copies to:
                             Michael R. Reiner, Esq.
                     Morrison Cohen Singer & Weinstein, LLP
                              750 Lexington Avenue
                            New York, New York 10022
                                 (212) 735-8600

Commission File Numbers of Registration Statements amended and restated pursuant
to Rule 429 under the Securities Act of 1933 by this Registration Statement:
                                                                     333-89994
                                                                     333-49877
CALCULATION OF REGISTRATION FEE

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

Title of Each Class of                             Proposed Maximum      Proposed Maximum
      Securities                                    Offering Price           Aggregate
   to be Registered           Amount to be             Per Share          Offering Price            Amount of
                               Registered                                                       Registration Fee

------------------------ ------------------------ -------------------- ---------------------- ----------------------
   Common Stock, par
value $.10 per share         215,250(2) (3)             $8.00              $1,722,000               $139.31
------------------------ ------------------------ -------------------- ---------------------- ----------------------

   Common Stock, par            7,000(2) (3)             $6.01                $42,070                 $3.40
 value $.10 per share
------------------------ ------------------------ -------------------- ---------------------- ----------------------

   Common Stock, par          284,500(2) (3)             $2.35               $668,575                $54.09
 value $.10 per share
------------------------ ------------------------ -------------------- ---------------------- ----------------------

   Common Stock, par           93,250(2) (3)           $6.94(1)              $647,155                $52.35
 value $.10 per share
------------------------ ------------------------ -------------------- ---------------------- ----------------------

         TOTAL                600,000(2) (3) (4)                                                     $249.15
------------------------ ------------------------ -------------------- ---------------------- ----------------------
-------------------------
(1) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) promulgated under the Securities Act of 1933 based
upon the average of the high and low price for the Common Stock on The Nasdaq
National Market on December 5, 2003.

(2) Shares of Common Stock issuable upon the exercise of options granted or to
be granted under the Jaco Electronics, Inc. 2000 Stock Option Plan.

(3) This Registration Statement shall also cover any additional shares of Common
Stock which may become issuable under the Plans being registered pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock. In addition, pursuant to Rule 416(c) under
the Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Jaco
Electronics, Inc. 2000 Stock Option Plan.

(4) Does not include shares previously registered on Registration Statements on
Form S-8, Commission File Numbers 333-89994 and 333-49877, which are amended and
restated on a post-effective basis pursuant to Rule 429 under the Securities Act
of 1933, as amended, by this Registration Statement on Form S-8, for which
filing fees were previously paid in connection with the original filing of those
registration statements, and with any amendments relating to increases in the
number of shares registered under such registration statements.
EXPLANATORY NOTES

o    We are filing this  Registration  Statement on Form S-8 to register 600,000
     shares of Common  Stock,  $0.10 par  value  per  share,  issuable  upon the
     exercise of options  available for grant pursuant to the Jaco  Electronics,
     Inc. 2000 Stock Option Plan (the "2000 Stock Option Plan").

o    This registration  statement also registers  reoffers and resales of shares
     of Common Stock  issuable  upon the exercise of options  granted  under the
     2000 Stock  Option  Plan that may  constitute  "control  securities"  under
     General  Instruction  C to  Form  S-8.  These  control  securities  may  be
     reoffered  and resold on a continuous  or delayed basis in the future under
     Rule 415 of the Securities Act of 1933, as amended (the "Securities Act").

o    Pursuant to Rule 429 under the Securities Act, this registration  statement
     on Form S-8  hereby  amends  and  restates  on a  post-effective  basis the
     Registration  Statements on Form S-8, Commission File Numbers 333-89994 and
     333-49877  and the reoffer  prospectuses  contained  in those  Registration
     Statements.

o    This registration  statement  contains two parts. The first part contains a
     "reoffer  prospectus"  prepared in  accordance  with Part I of Form S-3 (in
     accordance  with  Instruction  C of Form  S-8).  The second  part  contains
     information  required in the registration  statement pursuant to Part II of
     Form S-8.  Pursuant to the Note to Part I of Form S-8, the plan information
     specified  by Part I of Form  S-8 is not  required  to be  filed  with  the
     Securities and Exchange  Commission.  Jaco  Electronics,  Inc. will provide
     without charge to any person,  upon written or oral request of such person,
     a copy of each document  incorporated  by reference in Item 3 of Part II of
     this registration  statement (which documents are incorporated by reference
     into the  Section  10(a)  prospectus  as set forth in Form S-8),  the other
     documents  required to be  delivered to eligible  participants  pursuant to
     Rule 428(b) under the Securities Act, and additional  information about the
     2000 Stock  Option  Plan.  Requests  should be directed to Jeffrey D. Gash,
     Executive  Vice  President-Finance  at Jaco  Electronics,  Inc.,  145  Oser
     Avenue,  Hauppauge,  New  York  11788.  Jaco's  telephone  number  is (631)
     273-5500.
REOFFER PROSPECTUS

                             JACO ELECTRONICS, INC.

                        1,029,348 SHARES OF COMMON STOCK

         This reoffer prospectus is to be used for the resale of up to 335,000
shares of our Common Stock by the affiliates listed in the "Selling Shareholder"
table included in this prospectus, which are issuable upon the exercise of
options granted under our 2000 Stock Option Plan; and 694,348 shares of our
Common Stock by the affiliates listed in the "Selling Shareholder" table
included in this prospectus, which were issued or are issuable upon the exercise
of options granted and/or restricted stock issued or to be issued (as
applicable) under our 1993 Non-Qualified Stock Option Plan, our Restricted Stock
Plan and the Stock Options Agreement of Joseph F. Hickey, Jr. This prospectus
also serves to amend and restate the reoffer prospectuses which were included in
Registration Statements on Form S-8, File Nos. 333-89994 and 333-49877, which
were used to register Common Stock underlying options and restricted stock (as
applicable) under our 1993 Non-Qualified Stock Options Plan, our Restricted
Stock Plan and the Stock Options Agreement of Joseph F. Hickey, Jr.

         Selling Shareholders may sell their shares of Common Stock through
public or private transactions at current market prices, or at previously
negotiated prices. Although we will not receive any proceeds when the Selling
Shareholders sell their Common Stock to others, we may, however, receive
proceeds when the Selling Shareholders exercise their options to acquire such
Common Stock.

         Our Common Stock is listed on the Nasdaq National Market under the
symbol "JACO." On December 5, 2003, the last reported sale price of our Common
Stock was $6.88 per share. Our securities are a speculative investment and
involve a high degree of risk.

         SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this Prospectus is December 10, 2003.
TABLE OF CONTENTS

Where You Can Find More Information.........................    3
Forward-Looking Statements......................................4
Prospectus Summary..............................................6
Risk Factors....................................................8
Use of Proceeds................................................12
Determination of Offering Price................................12
Selling Shareholders...........................................12
Plan of Distribution...........................................17
Legal Matters..................................................18
Experts........................................................18

                                       2
WHERE YOU CAN FIND MORE INFORMATION

         We are a public company. We file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
document we file with the SEC at the SEC's Public Reference Room in Washington,
D.C. at 450 Fifth Street, N.W., 20549. You may obtain information on the
operation of the Public Reference Room by calling 1-800-SEC-0330. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 until the Selling Shareholders sell all of their shares of Common
Stock. This prospectus is part of a registration statement we filed with the
SEC.

1.   Annual  Report on Form 10-K (File No.:  0-5896),  for the fiscal year ended
     June 30, 2003;

2.   Amendment  Number 1 to Annual  Report on Form  10-K/A,  for the fiscal year
     ended June 30, 2003;

3.   Quarterly  Report on Form 10-Q for the fiscal  quarter ended  September 30,
     2003;

4.   Definitive proxy statement filed with the SEC on November 20, 2003 pursuant
     to Regulation  14A under the  Securities  Exchange Act of 1934;  and

5.   The description of our Common Stock set forth in our registration statement
     on Form 8-A filed under Section 12 of the  Securities  Exchange Act of 1934
     including  any  amendment  or report  filed for the purpose of updating any
     such description.

         You may request a copy of these filings and any or all information that
has been incorporated by reference into this prospectus (but not delivered with
this prospectus), at no cost, by oral request or by writing to us at the
following address:

                             Jaco Electronics, Inc.
                                 145 Oser Avenue
                            Hauppauge, New York 11788
                           Attention: Jeffrey D. Gash
                            Telephone: (631) 273-5500

         You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The Selling Shareholders will
not make an offer of these shares of Common Stock in any state where the offer
is not permitted. You should not assume that the information in this prospectus
or any supplement is accurate as of any date other than the date on the front of
those documents.

                                       3
Forward-Looking Statements

         This prospectus contains forward-looking statements with respect to the
financial condition, results of operations and business of Jaco. You can find
many of these statements by looking for words like "believes," "expects,"
"anticipates," "estimates" or similar expressions in this document or in
documents incorporated by reference.
         These forward-looking statements are subject to numerous assumptions,
risks and uncertainties. Factors that may cause actual results to differ
materially from those contemplated by the forward-looking statements include,
among others, the following:

o    Dependence on a limited  number of suppliers for products  which generate a
     significant portion of our sales; o Absence of long-term contracts;

o    Strikes or delays in air or sea  transportation  and possible future United
     States legislation with respect to pricing and/or import quotas on products
     imported from foreign countries;

o    Terrorist   attacks  which  create   instability  and  uncertainty  in  the
     electronic components industry;

o    General economic downturns in the electronic  components industry which may
     have an adverse economic effect upon manufacturers, end-users of electronic
     components and electronic components distributors;

o    Volatile pricing of electronic components;

o    Competitive  pressures  in the industry  which may  increase  significantly
     through industry consolidation and entry of new competitors;

o    Costs  or  difficulties   related  to  the  integration  of  newly-acquired
     businesses which may be greater than expected;

o    Limited  allocation of products by suppliers which may reduce  availability
     of certain products; and

o    Adverse changes which may occur in the securities markets.

         These and other risks and uncertainties are disclosed from time to time
in our filings with the Securities and Exchange Commission, including our
periodic reports on Form 10-K and 10-Q, our press releases and in other
statements made by or with the approval of authorized personnel.
         Because forward-looking statements are subject to risks and
uncertainties, actual results may differ materially from those expressed or
implied by them. You are cautioned not to place undue reliance on these
statements, which speak only as of the date of this prospectus.

                                       4
We do not undertake any obligation to release publicly any updates or
revisions to any forward-looking statements to reflect events or circumstances
after the date of this prospectus or to reflect the occurrence of unanticipated
events, new information or future developments.

                                       5
PROSPECTUS SUMMARY

         The summary highlights information contained elsewhere in this
prospectus. Because this is only a summary, it does not contain all the
information that you should consider before buying shares in this offering. You
should read the entire prospectus carefully, including our consolidated
financial statements and the related notes incorporated herein by reference.

                                   OUR COMPANY

         We are a distributor of electronic components to industrial original
equipment manufacturers and contract manufacturers both nationally and
internationally. We also provide contract manufacturing services to our
industrial original equipment manufacturers' customers. We distribute products
such as semiconductors, capacitors, resistors, electromechanical devices, flat
panel displays and monitors and power supplies, which are used in the
manufacture and assembly of electronic products, including:

  - telecommunications equipment          - computers and office equipment

  - medical devices and instrumentation   - industrial equipment and controls

  - military/aerospace systems            - automotive and consumer electronics

         We have two distribution centers and 17 strategically located sales
offices throughout the United States. We distribute more than 45,000 products
from over 100 vendors, including such market leaders as Kemet Electronics
Corporation, Samsung Semiconductor, Inc. and Vishay Technology, Inc. to a base
of over 7,500 customers through a dedicated and highly motivated sales force. To
enhance our ability to distribute electronic components, we provide a variety of
value-added services including automated inventory management services,
integrating and assembling various custom components with flat panel displays to
customer specifications, assembling stock items for our customers into
pre-packaged kits, providing contract manufacturing services and programming and
testing power supplies and crystal oscillators. Our core customer base consists
primarily of small and medium-sized manufacturers that produce electronic
equipment used in a wide variety of industries.

         Our executive offices are located at 145 Oser Avenue, Hauppauge, New
York 11788, telephone: (631) 273-5500.

                                       6
THE OFFERING

Securities Offered.....335,000 shares of Common Stock acquired or to be acquired
     by the Selling  Shareholders  upon the exercise of options  granted to them
     under our 2000  Stock  Option  Plan and  694,348  shares  of  Common  Stock
     acquired or to be acquired by the Selling Shareholders upon the exercise of
     options  granted  and/or  restricted  stock  issued  or  to be  issued  (as
     applicable)  to them under our 1993  Non-Qualified  Stock Option Plan,  our
     Restricted Stock Plan and the Stock Options  Agreement of Joseph F. Hickey,
     Jr. See "Selling Shareholders" and "Plan of Distribution."

Common Stock outstanding as of
December 5, 2003.................................................5,927,082

Risk Factors................The  securities offered hereby involve a high degree
     of risk.  Only  investors who can bear the loss of their entire  investment
     should invest. See "Risk Factors."

Use  of  Proceeds......We  will not receive any of the proceeds when the Selling
     Shareholders  sell their shares of Common Stock. We may,  however,  receive
     proceeds when such Selling Shareholders  exercise their options to purchase
     our Common  Stock.  We intend to utilize the net proceeds from the exercise
     of options for general corporate purposes. See "Use of Proceeds."

Dividend Policy........We currently intend to retain all future earnings to fund
     the  development  and growth of our business.  We do not anticipate  paying
     cash dividends.

Nasdaq National Market Symbol............................."JACO"

                                       7
RISK FACTORS

         You should carefully consider the risks described below before making
an investment decision. The risks and uncertainties described below are not the
only ones facing Jaco. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial also may impair our business operations.
If any of the following actually occur, our business could be harmed. In such
case, the trading price of our Common Stock could decline, and you may lose all
or part of your investment.

Risks Related To Our Business

We Are Dependent On A Limited Number Of Suppliers. If One Or More Of Our Largest
Suppliers Chooses Not To Sell Products To Us, Our Operating Results Could
Suffer.

         We rely on a limited number of suppliers for products which generate a
significant portion of our sales. Substantially all of our inventory has and
will be purchased from suppliers with which we have entered into non-exclusive
distributor agreements which are typically cancelable on short notice. In the
fiscal year ended June 30, 2003, products purchased from our two largest
suppliers accounted for approximately 38% of our sales. No other supplier
accounted for more than nine percent of our sales. While we do not believe that
the loss of any one supplier would have a material adverse effect upon us since
most products sold by us are available from multiple sources, our 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 our business, since there can be no assurance that we will be able to
replace lost suppliers.

We Do Not Have Long-Term Contracts With Our Customers And, As A Result, Our
Customers May Be Able To Cancel, Reduce Or Delay Their Orders Without Penalty.

         We typically do not obtain long-term purchase orders or commitments but
instead work with our customers to develop information for lead times for orders
and commitments. Based on such information, we make commitments regarding the
level of business that we will seek and accept, and the levels and utilization
of personnel and other resources. A variety of conditions, both specific to each
individual customer and generally affecting each customer's industry, may cause
our customers to cancel, reduce or delay orders that were either previously made
or anticipated. Generally, our customers may cancel, reduce or delay purchase
orders and commitments without penalty on standard products. For nonstandard
products, usually non-cancelable orders are accepted, and charges may be
assessed which are associated with the cancellation, reduction or delay of such
orders. Significant or numerous cancellations, reductions or delays in orders by
customers, or any inability by customers to pay for our products could have a
material adverse effect on our operating results.

                                       8
We Are Dependent On Foreign Manufacturers And Subject To Trade Regulations Which
Expose Us To Political And Economic Risk.

         A significant number of components sold by us are manufactured by
foreign manufacturers. As a result, our ability to sell certain products at
competitive prices, could be adversely affected by the following:

         -   increases in tariffs or duties;
         -   changes in trade treaties;
         -   strikes or delays in air or sea transportation; and
         -   future United States legislation with respect to pricing and/or
             import quotas on products imported from foreign countries.

         Our ability to be competitive with respect to sales of imported
components could also be affected by other governmental 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 we
purchase products from United States subsidiaries or affiliates of foreign
manufacturers, our purchases are paid for in U.S. dollars, which reduces or
eliminates the potential adverse effects of currency fluctuations. While we
believe that the factors involving foreign components supply have not adversely
impacted our business in the past, there can be no assurance that such factors
will not materially adversely affect our business in the future.

At Times Our Industry Is Subject To Supply Shortages.  Any Delay Or Inability To
Obtain Components May Have An Adverse Effect On Our Operating Results.

         At various times there have been shortages of components in the
electronics industry, and certain components, including semiconductor devices,
capacitors and flat panel display products, have been subject to limited
allocation by some of our suppliers. Although such shortages and allocations
have not had a material adverse effect on our operating results, there can be no
assurance that any future shortages or allocations would not have such an effect
on us.

Our  Industry Is  Cyclical,  Which  Causes Our  Operating  Results To  Fluctuate
Significantly.

         Our industry has been experiencing a reduction in demand for electronic
components. The electronic components distribution industry has historically
been affected by general economic downturns, which have often had an adverse
economic effect upon manufacturers, end-users of electronic components and
electronic components distributors such as Jaco. In addition, the life-cycle of
existing electronic products and timing of new product development and
introduction can affect demand for electronic components. These market changes
have caused in the past, and will likely cause in the future, our operating
results to fluctuate.

                                       9
The Prices Of Our Components Are Subject To Volatility.

         We sell a significant amount of products that have historically
experienced volatile pricing. These products include dynamic random access
memory ("RAM"), static RAMs and liquid crystal displays ("LCDs"). If market
pricing for these products decreases significantly, we may experience periods
when our investment in inventory exceeds the market price of such products.
These market conditions could have a negative impact on sales and gross profit
margins unless and until our suppliers reduce the cost of these products.

Sales To A Group Of Customers  Represent A Significant Percent Of Our Sales. The
Loss Of These Key Customers Could Affect Our Operating Results.

         Sales to several contract manufacturers, which are directed by one of
our customers, accounted for a significant percentage of Jaco's net sales for
the fiscal year ended June 30, 2003. If we were to lose this group of customers,
or if they were to reduce their level of purchasing, it could have a material
adverse effect on our business. In addition, the insolvency or other inability
or unwillingness of these customers to pay for our products could have a
material adverse effect on our business.

Our Industry Is Highly  Competitive  And  Competition  Could Harm Our Ability To
Sell Our Products And Services And Thereby Reduce Our Market Share.

         The electronic components distribution and the contract manufacturing
industries are highly competitive. In the electronic components distribution
industry, we generally compete with local, regional and national distributors
and electronic components manufacturers, including some of our own suppliers. In
the area of contract manufacturing, we compete against numerous domestic and
offshore manufacturers, as well as the in-house manufacturing capabilities of
our existing and potential customers. Many of such competitors have greater name
recognition and financial and other resources than we do. There can be no
assurance that we will continue to compete successfully with existing or new
competitors and failure to do so could have a material adverse effect on our
operating results.

Our Future  Acquisitions  Could Be Difficult to Integrate,  Disrupt Our Business
and Affect Our Operations.

         Our strategy depends, in part, on our ability to identify and acquire
compatible electronic components distributors and to integrate the acquired
operations. During the fiscal year ended June 30, 2003, we purchased certain
assets of the electronics distribution business of Reptron Electronics, Inc.
("Reptron"). There can be no assurance that we will be able to locate
appropriate acquisition candidates in the future, and that if candidates are
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 requires the expenditure of sizable amounts of
capital and management effort. Moreover, unexpected problems encountered in
connection with our acquisitions could have a material adverse effect on us. We
could be forced to alter our strategy in the future if suitable acquisition
candidates are not available.

                                       10
We Depend On The Continued Services Of Our Executive  Officers,  And The Loss Of
Key Personnel Could Affect Our Ability To Successfully Grow Our Business.

         We are highly dependent upon the services of our key executive
officers. The permanent loss for any reason of one or more of our key executives
could have a material adverse effect upon our operating results. While we
believe that we would be able to locate suitable replacements for our executives
if their services were lost, there can be no assurance that we would, in fact,
be able to do so. Our future success will also depend, in part, upon our
continuing ability to attract and retain highly qualified personnel.

Our Officers And Directors Have Significant Control Over Us And May Approve Or
Reject Matters Contrary To Your Vote.

         Upon completion of the offering, Messrs. Joel H. Girsky and Charles B.
Girsky will beneficially own an aggregate of 1,680,000 shares of Common Stock,
representing approximately 26.6% of the outstanding shares of Common Stock,
assuming that they do not sell any of their shares of Common Stock in the
offering. In the event of the exercise of all of their outstanding stock
options, after completion of the offering and the sale of all shares of Common
Stock which may be offered hereunder by the Girskys, the Girskys would
beneficially own an aggregate of 1,006,902 shares of Common Stock, representing
approximately 15.9% of the outstanding shares of Common Stock. As a result of
such stock ownership and their positions as executive officers and as two of the
six directors of Jaco, they are and will continue to be in a position to control
the day-to-day affairs of Jaco.

Anti-Takeover Provisions.

         As a New York corporation, we are subject to the New York Business
Corporation Law. The New York Business Corporation Law imposes restrictions on
the ability of a third party to effect a change in control of Jaco. Pursuant to
Section 912 of the New York Business Corporation Law, except under certain
circumstances, we may not engage in a business transaction with any holder of
20% or more of our voting stock, unless our Board of Directors approves the
transaction. This may have the effect of delaying, deterring or preventing a
change in control of Jaco.

We Are Unable To Predict The Impact That The Continuing  Threat Of Terrorism And
The  Responses  To That Threat May Have On Our  Business,  Prospects,  Financial
Condition, Results Of Operations And Cash Flows.

         The terrorist attacks in the United States and other countries, have
shaken consumer confidence and have disrupted commerce throughout the world. The
continuing threat of terrorism in the United States and other countries and
heightened security measures, as well as current and any future military action
in response to such threat, may cause significant disruption to the global
economy, including widespread recession. Such disruptions may result in a
general decrease in spending that could decrease demand for electronic
components, which could materially and adversely affect our business and results
of operations. We are unable to predict whether the continuing threat of
terrorism or the responses to such threat will result in any long-term
commercial disruptions or whether such terrorist activities or responses will
have any long-term material adverse effect on our business, prospects, financial
condition, results of operations and cash flows.

                                       11
USE OF PROCEEDS

         We will not receive any proceeds when the Selling Shareholders sell
their Common Stock to others. However, we may receive proceeds when the Selling
Shareholders exercise their options to acquire such Common Stock. We intend to
use any such proceeds from the exercise of options for general corporate
purposes.

                         DETERMINATION OF OFFERING PRICE

         The Selling Shareholders may sell their shares of Common Stock through
public or private transactions at current market prices, or at previously
negotiated prices.

                              SELLING SHAREHOLDERS

         The shares of Common Stock to which this prospectus relates are being
registered for reoffers and resales by the Selling Shareholders who have
acquired or may acquire such Common Stock pursuant to the exercise of options
granted under our 2000 Stock Option Plan. The Selling Shareholders named below
may resell all, a portion or none of their shares of Common Stock, from time to
time.

         Participants under our 2000 Stock Option Plan who are deemed to be
"affiliates" of Jaco and who may acquire Common Stock under our 2000 Stock
Option Plan may be added to the Selling Shareholders listed below from time to
time by use of a prospectus supplement filed pursuant to Rule 424(b) under the
Securities Act. An "affiliate" is defined in Rule 405 under the Securities Act
as a "person that directly, or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with" Jaco.

         The table below sets forth with respect to each Selling Shareholder who
is an affiliate of Jaco, the number of shares of Common Stock beneficially owned
before the sale of the Common Stock which may be offered hereunder, the number
of shares of Common Stock which may be sold hereunder, the number of shares of
Common Stock beneficially owned after the sale of the Common Stock which may be
offered hereunder, and the percent of the outstanding shares of Common Stock
owned before and after the sale of the Common Stock which may be offered
hereunder.

         Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
table also serves to amend and restate information about selling shareholders
that was previously disclosed on registration statements, Commission File Nos.
333-89994 and 333-49877 associated with our 1993 Non-Qualified Stock Option
Plan, our Restricted Stock Plan and the Stock Options Agreement of Joseph F.
Hickey, Jr.

                                       12
COMMON STOCK
                                                      COMMON STOCK       WHICH MAY BE
                                   COMMON STOCK       WHICH MAY BE     SOLD PURSUANT TO      COMMON STOCK
                                   BENEFICIALLY     SOLD PURSUANT TO       THE 1993       WHICH MAY BE SOLD
                                   OWNED BEFORE      THE 2000 STOCK      NON-QUALIFIED     PURSUANT TO THE
                                      SELLING        OPTION PLAN AND     STOCK OPTION      RESTRICTED STOCK
            SELLING                 SHAREHOLDER           THIS           PLAN AND THIS      PLAN AND THIS
          SHAREHOLDERS               REOFFER (1)       PROSPECTUS(2)      PROSPECTUS(3)      PROSPECTUS(4)
         ------------               -----------       -------------      -------------      -------------
Joel H. Girsky                     1,126,640(7)          75,000(8)             383,098(9)          37,500(10)
Chairman of the Board,
President and Treasurer
Joseph F. Oliveri                     70,000(11)         40,000(12)             30,000(13)             --

Vice Chairman of the Board and
Executive Vice President
Charles B. Girsky                    553,360(14)         50,000(15)             90,000(16)         37,500(10)
Executive Vice President and
Director
Stephen A. Cohen                      59,683(17)         30,000(18)             11,250(19)             --
Director
Edward M. Frankel                     41,250(20)         30,000(18)             11,250(19)             --
Director
Joseph F. Hickey, Jr.                 57,750(21)         30,000(18)             11,250 (19)            --
Director
Jeffrey D. Gash                       87,298(23)         40,000(12)             30,000(13)         15,000(24)
Executive Vice President and
Secretary
Gary Giordano                         62,500(25)         40,000(12)             15,000(26)          7,500(27)
Executive Vice
President

                                            COMMON STOCK
                                         WHICH MAY BE SOLD
                                          PURSUANT TO THE
                                            STOCK OPTION
                                            AGREEMENT OF        COMMON STOCK        PERCENTAGE OF
                                         JOSEPH F. HICKEY,   BENEFICIALLY OWNED     COMMON STOCK
                                            JR. AND THIS     AFTER REOFFER (1)       OWNED AFTER
                                            PROSPECTUS(5)             (6)           REOFFER (1) (6)
                                           -------------             ---           ---------------
Joel H. Girsky                                        --             631,042          10.2%(7)
Chairman of the Board,
President and Treasurer
Joseph F. Oliveri                                     --                --               --

Vice Chairman of the Board and
Executive Vice President
Charles B. Girsky                                     --             375,860            6.2%
Executive Vice President and
Director
Stephen A. Cohen                                      --              18,433              *
Director
Edward M. Frankel                                     --                  --             --
Director
Joseph F. Hickey, Jr.                             15,000(22)           1,500              *
Director
Jeffrey D. Gash                                       --               2,298              *
Executive Vice President and
Secretary
Gary Giordano                                          --               --              --
Executive Vice
President

----------------------------
*Represents less than 1%.
13
(1)  Does not include shares of Common Stock that may be acquired by the Selling
     Shareholders  upon exercise of options which have not vested within 60 days
     of  the  date  of  this  prospectus.  Each  beneficial  owner's  percentage
     ownership  is  determined  by assuming  that  options that are held by such
     person  (but not those  held by any other  person)  and that are  currently
     exercisable  (that  are  exercisable  within  60 days  of the  date of this
     prospectus)  have been  exercised.  The inclusion in this prospectus of the
     stated number of shares does not constitute a commitment to sell any or all
     of such  shares.  The  number of shares of Common  Stock  offered  shall be
     determined from time to time by each Selling Shareholder at his or her sole
     discretion.

(2)  Includes shares of Common Stock  underlying  options granted to the Selling
     Shareholders  under the 2000 Stock Option Plan,  whether or not exercisable
     as of, or  within 60 days of,  the date of this  prospectus.  (3)  Includes
     shares  of  Common  Stock   underlying   options  granted  to  the  Selling
     Shareholders under the 1993 Non-Qualified Stock Option Plan, whether or not
     exercisable as of, or within 60 days of, the date of this  prospectus.  (4)
     Includes  shares of Common Stock issued to the Selling  Shareholders  under
     the Restricted  Stock Plan. (5) Includes shares of Common Stock  underlying
     options granted to the Selling Shareholder under the Stock Option Agreement
     of Joseph F. Hickey,  Jr. (6) Assumes a base of 5,927,082  shares of Common
     Stock issued and outstanding as of December 5, 2003.

(7)  Includes  (i)  173,098  shares of Common  Stock  acquired  pursuant  to the
     exercise of options granted under the 1993 Non-Qualified Stock Option Plan,
     (ii)  210,000  shares  of  Common  Stock  acquirable  pursuant  to  options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan,  (iii) 75,000  shares of Common Stock  acquirable  pursuant to
     options  exercisable  within 60 days  granted  under the 2000 Stock  Option
     Plan,  and (iv) 37,500 shares of Common Stock awarded under the  Restricted
     Stock Plan.

(8)  Includes  75,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable within 60 days granted under the 2000 Stock Option Plan.

(9)  Includes  (i)  173,098  shares of Common  Stock  acquired  pursuant  to the
     exercise of options granted under the 1993 Non-Qualified Stock Option Plan,
     and (ii)  210,000  shares of Common  Stock  acquirable  pursuant to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan.

(10) Includes  37,500 shares of Common Stock awarded under the Restricted  Stock
     Plan.

(11) Includes (i) 30,000 shares of Common Stock  acquirable  pursuant to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan, and (ii) 40,000 shares of Common Stock acquirable  pursuant to
     options  exercisable  within 60 days  granted  under the 2000 Stock  Option
     Plan.

                                       14
(12) Includes  40,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable within 60 days granted under the 2000 Stock Option Plan.

(13) Includes  30,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan.

(14) Includes  (i) 347,815  shares of Common  Stock  owned by the Girsky  Family
     Trust, (ii) 37,500 shares of Common Stock acquired pursuant to the exercise
     of options granted under the 1993  Non-Qualified  Stock Option Plan,  (iii)
     52,500 shares of Common Stock  acquirable  pursuant to options  exercisable
     within 60 days granted under the 1993 Non-Qualified Stock Option Plan, (iv)
     50,000 shares of Common Stock  acquirable  pursuant to options  exercisable
     within 60 days granted  under the 2000 Stock  Option  Plan,  and (v) 37,500
     shares of Common Stock awarded under the Restricted Stock Plan.

(15) Includes  50,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable within 60 days granted under the 2000 Stock Option Plan.

(16) Includes  (i)  37,500  shares  of Common  Stock  acquired  pursuant  to the
     exercise of options granted under the 1993 Non-Qualified Stock Option Plan,
     and (ii)  52,500  shares of Common  Stock  acquirable  pursuant  to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan.

(17) Includes (i) 7,183 shares of Common Stock owned directly by Mr. Cohen, (ii)
     11,250 shares of Common Stock  acquirable  pursuant to options  exercisable
     within 60 days  granted  under the 1993  Non-Qualified  Stock  Option Plan,
     (iii)  30,000  shares  of  Common  Stock  acquirable  pursuant  to  options
     exercisable  within 60 days granted  under the 2000 Stock Option Plan,  and
     (iv)  11,250  shares of Common  Stock held as  nominee  for the law firm of
     Morrison  Cohen Singer &  Weinstein,  LLP, in which Mr. Cohen is a partner.
     Mr. Cohen disclaims beneficial ownership of the 11,250 shares except to the
     extent of his  pecuniary  interest  therein  by  virtue of his  partnership
     interest in Morrison Cohen Singer & Weinstein, LLP.

(18) Includes  30,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable within 60 days granted under the 2000 Stock Option Plan.

(19) Includes  11,250  shares of Common  Stock  acquirable  pursuant  to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan.

(20) Includes (i) 11,250 shares of Common Stock  acquirable  pursuant to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan, and (ii) 30,000 shares of Common Stock acquirable  pursuant to
     options  exercisable  within 60 days  granted  under the 2000 Stock  Option
     Plan.

(21) Includes  (i)  15,000  shares  of Common  Stock  acquired  pursuant  to the
     exercise of options granted under the Stock Option Agreement with Joseph F.
     Hickey,  Jr.,  (ii) 11,250  shares of Common Stock  acquirable  pursuant to
     options  exercisable  within 60 days granted  under the 1993  Non-Qualified
     Stock Option  Plan,  and (iii)  30,000  shares of Common  Stock  acquirable
     pursuant to options exercisable within 60 days granted under the 2000 Stock
     Option Plan.

                                       15
(22) Includes 15,000 shares of Common Stock acquired pursuant to the exercise of
     options granted under the Stock Option Agreement of Joseph F. Hickey, Jr.

(23) Includes (i) 30,000 shares of Common Stock  acquirable  pursuant to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option  Plan,  (ii) 40,000  shares of Common Stock  acquirable  pursuant to
     options  exercisable  within 60 days  granted  under the 2000 Stock  Option
     Plan,  and (iii) 15,000 shares of Common Stock awarded under the Restricted
     Stock Plan.

(24) Includes  15,000 shares of Common Stock awarded under the Restricted  Stock
     Plan.

(25) Includes (i) 15,000 shares of Common Stock  acquirable  pursuant to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option  Plan,  (ii) 40,000  shares of Common Stock  acquirable  pursuant to
     options  exercisable  within 60 days  granted  under the 2000 Stock  Option
     Plan,  and (iii) 7,500 shares of Common Stock awarded under the  Restricted
     Stock Plan.

(26) Includes  15,000  shares of Common  Stock  acquirable  pursuant  to options
     exercisable  within  60 days  granted  under the 1993  Non-Qualified  Stock
     Option Plan.

(27) Includes  7,500 shares of Common Stock awarded under the  Restricted  Stock
     Plan.

                                       16
PLAN OF DISTRIBUTION

         The shares of Common Stock to which this prospectus pertains may be
sold or transferred for value by the Selling Shareholders, or by pledges,
donees, transferees or other successors in interest to the Selling Shareholders,
in one or more transactions on the Nasdaq National Market, in negotiated
transactions or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Shareholders may effect
such transactions by selling their shares of Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the shares of Common Stock for whom such broker-dealers
may act as agent (which compensation may be less than or in excess of customary
commissions). The Selling Shareholders and any broker-dealers that participate
in the distribution of the shares of Common Stock may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the shares of
Common Stock sold by them may deemed to be underwriting discounts and
commissions under the Securities Act. The sale of the shares of Common Stock by
the Selling Shareholders is subject to the prospectus delivery requirements of
the Securities Act.

         We have advised the Selling Shareholders that the anti-manipulation
rules of Regulation M under the Securities Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of the Selling Shareholders
and their affiliates. In addition, we will make copies of this reoffer
prospectus available to the Selling Shareholders and have informed them of the
possible need for delivery of copies of this reoffer prospectus to purchasers on
or prior to sales of the shares offered under this reoffer 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, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.

         Any securities covered by this reoffer prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under those rules
rather than pursuant to this reoffer prospectus.

         Upon notification to us by a Selling Shareholder that any material
arrangement has been entered into with a broker or dealer for the sale of shares
of Common Stock through a secondary distribution, or a purchase by a
supplemented prospectus will be filed, if required, pursuant to Rule 424(b)
under the Securities Act, disclosing (i) the name of each such Selling
Shareholder and the participating broker-dealers, (ii) the number of shares of
Common Stock involved, (iii) the price at which such shares are being sold, (iv)
the commissions paid or the discounts or concessions allowed to such
broker-dealers, (v) where applicable, that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in the Prospectus, as supplemented, and (vi) other facts material to the
transactions.

         In addition to any such number of shares of Common Stock sold
hereunder, a Selling Shareholder may, at the same time, sell any shares of
Common Stock, including the shares of Common Stock to which this prospectus
pertains, owned by him or her in compliance with all of the requirements of Rule
144 promulgated under the Securities Act, regardless of whether such shares are
covered by this prospectus.

                                       17
There is no assurance that any of the Selling Shareholders will sell
any or all of the shares of Common Stock offered hereby.

         We will pay all expenses in connection with this offering other than
commissions and discounts of underwriters, dealers or agents. All selling and
other expenses incurred by individual Selling Shareholders will be borne by such
Selling Shareholders.

                                  LEGAL MATTERS

         Morrison Cohen Singer & Weinstein, LLP, New York, New York will pass
upon the validity of the shares of Common Stock for us in connection with this
offering. Stephen A. Cohen, a member of the firm and a Director of Jaco,
currently (i) owns 7,183 shares of Common Stock, (ii) holds options to purchase
an additional 41,250 shares of Common Stock, and (iii) holds 11,250 shares of
Common Stock as nominee for Morrison Cohen Singer & Weinstein, LLP. Mr. Cohen
disclaims beneficial ownership of the 11,250 shares except to the extent of his
pecuniary interest therein by virtue of his partnership interest in Morrison
Cohen Singer & Weinstein, LLP.

                                     EXPERTS

         The consolidated financial statements and schedule of Jaco Electronics,
Inc. as of June 30, 2003 and 2002 and for each of the three years in the period
ended June 30, 2003, incorporated in this prospectus by reference from Jaco's
Annual Report on Form 10-K for the fiscal year ended June 30, 2003, have been
audited by Grant Thornton LLP, independent certified public accountants, as
stated in their reports, which are incorporated herein by reference, and has
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

             NO RELIANCE ON INFORMATION NOT CONTAINED IN PROSPECTUS

         No dealer, salesperson or any other individual has been authorized to
give any information or to make any representations not contained in this
prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by us or the Selling Shareholders. This
prospectus does not constitute an offer to sell, or a solicitation to buy, any
security by any person in any jurisdiction in which such offer or solicitation
is unlawful. Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances imply that the information in this prospectus is
correct as of any time subsequent to the date of this prospectus.

                                       18
1,029,348 SHARES

                             JACO ELECTRONICS, INC.

                                  COMMON STOCK

                                   -----------

                                    PROSPECTUS

                                   -----------

                                December 10, 2003
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Jaco Electronics, Inc. incorporates by reference the documents listed
below into this Registration Statement on Form S-8. All documents subsequently
filed by Jaco Electronics, Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part thereof
from the date of filing of such documents:

         1. Annual Report on Form 10-K (File No.: 0-5896), for the fiscal year
ended June 30, 2003;

2.   Amendment  Number 1 to Annual  Report on Form  10-K/A,  for the fiscal year
     ended June 30, 2003;

3.   Quarterly  Report on Form 10-Q for the fiscal  quarter ended  September 30,
     2003;

4.   Definitive proxy statement filed with the SEC on November 20, 2003 pursuant
     to Regulation 14A under the Securities Exchange Act of 1934; and

5.   The description of our Common Stock set forth in our registration statement
     on Form 8-A filed under Section 12 of the  Securities  Exchange Act of 1934
     including  any  amendment  or report  filed for the purpose of updating any
     such description.

See the section entitled "WHERE YOU CAN FIND MORE INFORMATION" in the reoffer
prospectus filed with this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Morrison Cohen Singer & Weinstein, LLP, New York, New York will pass
upon the validity of the shares of Common Stock for us in connection with this
offering. Stephen A. Cohen, a member of the firm and a Director of Jaco,
currently (i) owns 7,183 shares of Common Stock, (ii) holds options to purchase
an additional 41,250 shares of Common Stock, and (iii) holds 11,250 shares of
Common Stock as nominee for Morrison Cohen Singer & Weinstein, LLP. Mr. Cohen
disclaims beneficial ownership of the 11,250 shares except to the extent of his
pecuniary interest therein by virtue of his partnership interest in Morrison
Cohen Singer & Weinstein, LLP.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 402 of the Business Corporation Law of the State of New York
(the "BCL") provides that a corporation may indemnify its officers and directors
(or persons who have served, at the corporation's request, as officers or
directors of another corporation) against the reasonable expenses, including
attorneys' fees, actually and reasonably incurred by them in connection with the
defense of any action by reason of being or having been directors or officers,
if such person shall have acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that if such action shall be in the right of the
corporation, no such indemnification shall be provided as to any claim, issue or
matter as to which such person shall have been judged to have been liable to the
corporation unless and to the extent that the Supreme Court of the State of New
York, or any other court in which the suit may be brought, shall determine upon
application that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnification. Our Restated Certificate of
Incorporation (the "Charter"), and our Restated By-Laws (the "By-Laws") provide
or the elimination of the personal liability of a director to us and to our
Shareholders for monetary damages for breach of a fiduciary duty as a director.
However, the Charter and By-Laws have not (and are not permitted by statute to
have) eliminated the liability of a director for (i) any breach of a director's
duty of loyalty to the registrant and its Shareholders; (ii) any acts or
omissions not undertaken in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) any action under Section 719 of the BCL,
including paying a dividend or approving an illegal dividend; or (iv) any
transaction from which the director derived an improper personal benefit. The
Charter and By-Laws also provide that expenses incurred by an officer or
director may be paid in advance of the final disposition of such action, suit or
proceeding by us upon the receipt of an undertaking by or on behalf of the
director or officer to repay the said amount advanced if a specific
determination is made that the officer or director is not entitled to the
indemnification. In addition, the By-Laws provide that we may maintain insurance
to protect our self and our officers and directors against any liability, cost,
payment or expense associated with such indemnification.

         The above description of the BCL and our Charter and By-Laws is not
intended to be exhaustive and is qualified in its entirety by such statute,
Charter and By-Laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

  No.    Description
  ---     -----------

5.1      Opinion of Morrison Cohen Singer & Weinstein, LLP

10.22    Jaco Electronics, Inc. 2000 Stock Option Plan (incorporated by
         reference to Exhibit A to Proxy Statement, mailed to shareholders on
         November 20, 2000 in connection with Jaco Electronics, Inc's Annual
         Meeting held on December 12, 2000).

                                      II-2
23.1 Consent of Morrison Cohen Singer & Weinstein,  LLP (included in Exhibit 5.1
     hereto)

23.2 Consent of Grant Thornton LLP

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

                                      II-3
ITEM 9. UNDERTAKINGS

         The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

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

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

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

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

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

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

                                      II-4
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Hauppauge, state of New York, on this day of
December, 2003.

                                       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 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
said attorney-in-fact, or his 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 by the following persons in the
capacities and on the date indicated:

Signature                                     Title                                          Date

                                              Chairman of the Board, President and           December 10, 2003
/s/ Joel H. Girsky                            Treasurer (principal executive officer)
------------------
Joel H. Girsky

                                              Executive Vice President-Finance and           December 10, 2003
/s/ Jeffrey D. Gash
-------------------
Jeffrey D. Gash                               Secretary (principal financial and
                                              accounting officer)

/s/ Joseph F. Oliveri                         Vice Chairman of the Board and Executive       December 10, 2003
---------------------
Joseph F. Oliveri                             Vice President

/s/ Charles B. Girsky                         Executive Vice President and Director          December 10, 2003
----------------------
Charles B. Girsky

                                              Director                                       December 10, 2003
/s/ Stephen A. Cohen
--------------------
Stephen A. Cohen

                                              Director                                       December 10, 2003
/s/ Edward M. Frankel
---------------------
Edward M. Frankel

                                              Director                                       December 10, 2003
/s/ Joseph F. Hickey Jr.
------------------------
Joseph F. Hickey, Jr.
EXHIBIT INDEX

No.    Description

5.1   Opinion of Morrison Cohen Singer & Weinstein, LLP.

10.22 Jaco  Electronics,  Inc. 2000 Stock Option Plan (incorporated by reference
     to Exhibit A to Proxy  Statement,  mailed to  shareholders  on November 20,
     2000 in  connection  with Jaco  Electronics,  Inc's Annual  Meeting held on
     December 12, 2000).

23.1  Consent of Morrison Cohen Singer & Weinstein, LLP (included in Exhibit 5.1
      hereto).

23.2  Consent of Grant Thornton LLP.

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