SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

[ X ]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended .........................................June 30, 2004


[   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ______________________



Commission File Number                   0-5896
                        -----------------------------------------


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

                    New York                            11-1978958
      --------------------------------          ---------------------------
(State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)
                   145 Oser Avenue, Hauppauge, New York 11788
           ------------------------------------ ---------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (631) 273-5500
                                 --------------


Securities registered pursuant to Section 12(b) of the Act:  None


Securities registered pursuant to Section 12(g) of the Act:


                          Common Stock, $0.10 per share
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                       Yes: X      No: ______


     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).

                         Yes:           No: X
                                           ----


         The aggregate market value of voting common equity held by
non-affiliates of the registrant, computed by reference to the closing price on
December 31, 2003 was $31,586,178. The registrant has no non-voting common
equity.

The number of shares of the registrant's common stock outstanding as of
September 20, 2004 was 6,262,832 shares (excluding 659,900 treasury shares).
DOCUMENTS INCORPORATED BY REFERENCE:
None.

<PAGE>

<TABLE>


                                EXPLANATORY NOTE

         This Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K
for the fiscal year ended June 30, 2004 filed on September 28, 2004 (the "Form
10-K") is being filed to amend and restate only the following items of the Form
10-K: Part III, Items 10, 11, 12, 13 and 14. Other than these items, none of the
information contained in the Form 10-K has been revised or amended.

                                                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

The current directors and executive officers of the Company,their ages, their positions and terms of office with the Company are set
forth below.
Name                                                    Age        Position

<S>                                                      <C>
Joel H. Girsky................................           65        Chairman of the Board, President and Treasurer

Joseph F. Oliveri.............................           55        Vice Chairman of the Board and Executive Vice President

Charles B. Girsky.............................           70        Executive Vice President and Director

Jeffrey D. Gash...............................           52        Executive Vice President, Finance and Secretary

Gary Giordano.................................           47        Executive Vice President

Stephen A. Cohen..............................           67        Director

Edward M. Frankel.............................           66        Director

Joseph F. Hickey, Jr..........................           46        Director

Neil Rappaport................................           58        Director

Robert J. Waldman.............................           69        Director
---------------

</TABLE>


         Joel H. Girsky has served as Chairman of the Board, President and
Treasurer of the Company since 1983, and has been a Director and executive
officer of the Company since it was founded in 1961. He also is a director of
Frequency Electronics, Inc. of Uniondale, New York, a manufacturer of highly
sophisticated synchronized time clocks. Mr. Girsky and Charles B. Girsky are
brothers.

                                       2
<PAGE>


         Joseph F. Oliveri has served as Vice Chairman of the Board of Directors
and an Executive Vice President of the Company since June 2000. From March 1983
to June 2000, he served as President and Chief Executive Officer of Interface
Electronics Corp., a distributor of electronic components ("Interface"). The
Company acquired Interface in June 2000.

         Charles B. Girsky has served as Executive Vice President of the Company
since 1988 and as a Director since 1996. He was a founder, Director and
President of the Company from 1961 through 1983 and then rejoined the Company as
an executive officer in August 1985. Mr. Girsky and Joel H. Girsky are brothers.

         Jeffrey D. Gash has served as an Executive Vice President, Finance of
the Company since October 2000. He served as Vice President of Finance from
January 1989 to September 2000, and as Controller of the Company for more than
five years prior thereto. In September 1999, he became Secretary of the Company.
He has also served in similar capacities with the Company's subsidiaries.

         Gary Giordano has served as Executive Vice President of the Company
since June 2000. From February 1992 to June 2000, he served as Vice President of
Sales and Marketing.

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

         Edward M. Frankel has served as a Director since May 1984. Since
December 1999, he has been Chairman of the Board of Vitaquest International,
Inc., a manufacturer and distributor of vitamins and health and beauty products.
For more than five years prior thereto, he served as President of Vitaquest and
its predecessor entities.

         Joseph F. Hickey, Jr. has served as a Director since May 1997. Since
January 2003, he has been a retirement consultant for Cleary Gull Inc., a
Milwaukee-based financial services firm. He is also currently a managing
director at Hopewell Ventures, L.P., a venture capital firm. From February 1991
to April 2001, he was employed by Tucker Anthony Sutro Capital Markets, a
national investment banking firm which merged with RBC Dain Rauscher Corp. in
March 2002, where he was a managing director in its investment banking
department.

         Neil Rappaport was appointed as a Director in February 2004 and is a
Venture Partner with Windward Ventures, a venture capital firm. Prior to joining
Windward Ventures, Neil Rappaport was Vice President of Sales for Vitesse
Semiconductor Corporation. Previously, Mr. Rappaport was national sales manager
with Applied Micro Circuits Corporation. He began his career as a design
engineer at Hughes Aircraft Company.

         Robert J. Waldman was appointed as a Director in February 2004 and is
President of RJW Associates Inc., a financial and tax consulting firm located in
Boynton Beach, Florida. Prior thereto, Mr. Waldman served as senior partner of
Horowitz, Waldman, Berretta & Maldow, L.L.P., Woodbury, New York, a certified
public accounting firm from 1968 to 2002. He is licensed to practice as a
certified public accountant in both New York and in Florida, and has over 45
years of experience in public accounting.


                                       3
<PAGE>


Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act of 1934, amended (the
"Exchange Act"),requires the Company's directors and executive officers, and
persons who beneficially own more than ten percent of the Company's Common Stock
to file with the Securities and Exchange Commission (the "SEC") initial reports
of beneficial ownership on Form 3 and reports of changes in beneficial ownership
on Form 4 or Form 5. Executive officers, directors, and ten percent shareholders
are required to furnish the Company with copies of such forms. Based solely on a
review of such forms furnished to the Company and written representations from
certain reporting persons, the Company believes that during its fiscal year
ended June 30, 2004 ("Fiscal 2004"), the Company's executive officers, directors
and ten percent shareholders complied with all applicable Section 16(a) filing
requirements.

Code of Ethics

We have adopted a code of ethics within the meaning of Item 406(b) of SEC
Regulation S-K, called the "Jaco Electronics, Inc. Code of Business Conduct,"
which applies to our chief executive officer, chief financial officer,
controller and all our other officers, directors and employees. This document is
available free of charge on our website at jacoelectronics.com.


Item 11.  EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following table sets forth certain information concerning the compensation
paid or accrued by the Company for services rendered to the Company in all
capacities for the fiscal years ended June 30, 2004, 2003 and 2002, by its Chief
Executive Officer and each of the Company's other four most highly compensated
executive officers during Fiscal 2004 (The "Named Executive Officers"):



                                       4
<PAGE>

<TABLE>



                           SUMMARY COMPENSATION TABLE



                                        Annual Compensation                          Long Term Compensation


                                                                                     Securities
Name and                                               Other Annual     Restricted    Underlying                All Other
------------------------                               Compensation       Stock        Options/                 Compensation
                                                                   -
Principal Position        Year   Salary($)(1) Bonus($)     ($)(2)      Awards($)(3)(4)   SARs(#)                    ($)(5)
------------------        ----   ----------- --------     ------      ---------------   -------                    ------


<S>                       <C>       <C>                                                                              <C>
Joel H. Girsky            2004      337,500     --          --              --            --                         52,740
Chairman of the Board     2003      337,500     --          --              --          25,000                       60,496
President, and Treasurer  2002      346,900     --          --              --            --                        151,633


Joseph F. Oliveri         2004      270,000   77,300        --              --            --                            432
Vice Chairman and         2003      270,000  123,200        --              --          25,000                          414
Executive Vice President  2002      277,500   60,700        --              --            --                            414


Charles B. Girsky         2004      225,000    ---          ---            ---            --
Executive Vice President  2003      225,000     --          --              --          25,000                        3,519
                          2002      231,300                                               --                          2,344
                                                                                                                      2,344

Jeffrey D. Gash            2004     144,000     --          --              --            --                          2,187
Executive Vice             2003     144,000   2,700         --              --          25,000
President, Finance and     2002     148,000   10,800        --              --            --                          2,473
Secretary                                                                                                             2,964


Gary Giordano             2004      180,000     --          --              --            --                          2,687
Executive Vice President  2003      180,000     --          --              --          25,000                        1,095
                          2002      185,000     --          --              --            --                          1,853

</TABLE>

1.   Effective October 1, 2001, each Named Executive Officer  voluntarily agreed
     to a temporary 10% salary reduction. See "Employment Agreements".

2.   The costs of certain benefits are not included because they did not exceed,
     in the case of each named executive  officer,  the lesser of $50,000 or ten
     percent of the total annual salary and bonus reported in the above table.

3.   On June 9, 1997,  the Board of  Directors  awarded an  aggregate  of 97,500
     shares of Common  Stock under the  Company's  Restricted  Stock Plan to its
     executive  officers as follows:  37,500  shares of Common Stock to Mr. Joel
     Girsky,  37,500 shares of Common Stock to Mr. Charles Girsky, 15,000 shares
     of Common Stock to Mr. Jeffrey Gash and 7,500 shares of Common Stock to Mr.
     Gary  Giordano.  The plan was  approved by the  Company's  shareholders  on
     December 9, 1997.  The awards vested in  one-quarter  increments  annually.
     Accordingly,  as of June 30, 2004,  all of the  aforementioned  awards were
     vested.  The value of the  aggregate  restricted  stock  holdings  of these
     individuals at June 30, 2004 was as follows:  $203,000 for Mr. Joel Girsky,
     $203,000 for Mr. Charles  Girsky,  $81,200 for Mr. Jeffrey Gash and $20,300
     for Mr. Gary  Giordano.  These figures are based upon the fair market value
     per  share  of the  Company's  Common  Stock at June 30,  2004,  minus  the
     purchase  price of such awards.  The closing  sale price for the  Company's
     Common Stock as of June 30, 2004 on the Nasdaq National Market was $6.08.

                                       5
<PAGE>


4.   Adjusted to give effect to a 3-for-2  stock  split which was  effective  on
     July 24, 2000.

5.   Includes  401(k) matching  contributions,  premiums paid on group term life
     insurance,  and,  in the case of Mr.  Joel  Girsky,  deferred  compensation
     accrued in  connection  with his  employment  agreement  with the  Company.
     401(k)  matching  contributions  for  Fiscal  2004 for the Named  Executive
     Officers were as follows:  Mr. Joel Girsky - $1,499,  Mr. Oliveri - $0, Mr.
     Charles  Girsky - $2,234,  Mr.  Gash - $1,755  and Mr.  Giordano  - $2,405.
     Premiums  paid on group term life  insurance  for Fiscal 2004 for the Named
     Executives were as follows:  Mr. Joel Girsky - $1,241,  Mr. Oliveri - $432,
     Mr.  Charles  Girsky - $1,285,  Mr.  Gash - $432 and Mr.  Giordano  - $282.
     $50,000 in deferred  compensation  was accrued in Fiscal 2004 in connection
     with Mr. Joel Girsky's employment agreement with the Company.



Employment Agreements

The Company entered into a four-year employment agreement with Mr. Joel Girsky,
effective as of July 1, 2001, to serve as the Company's Chairman and President.
The employment agreement will automatically renew for additional one-year
periods on each anniversary date, unless notice is given 90 days prior to an
anniversary date. In the event that a notice of non-renewal is delivered by
either party, Mr. Girsky's employment agreement shall continue for a period of
three years following the anniversary date which follows immediately after the
date that such notice is delivered. However, in the event that a notice of
non-renewal is delivered by either party at such time as Mr. Girsky is at least
70 years of age, then the employment agreement shall continue for a period of
only one year following the anniversary date which follows immediately after the
date that such notice is delivered. Mr. Girsky receives a base salary of
$375,000 for each fiscal year ending June 30. In addition, he is entitled to
receive a cash bonus equal to four percent of the Company's earnings before
income taxes for each fiscal year in which such earnings are between $1.0
million and $2.5 million, or six percent of the Company's earnings before income
taxes for such fiscal year if such earnings are in excess of $2.5 million, up to
a maximum annual cash bonus of $720,000. If the Company's earnings before income
taxes are in excess of $12.0 million for any such fiscal year, Mr. Girsky may
also receive stock options. Mr. Girsky or his estate, as the case may be, is
entitled to receive a payment of $375,000 if he dies or becomes permanently
disabled during the term of the employment agreement. The death benefit of $1.5
million provided for in the prior employment agreement was being funded by life
insurance policies maintained by the Company, which policies were transferred to
Mr. Girsky. Mr. Girsky also receives deferred compensation which accrues at the
rate of $50,000 per year, and becomes payable in a lump sum at the cessation of
his employment, with or without cause, at any time. In the event of a change in
control of the Company, Mr. Girsky will receive 299% of the average of his base
salary plus cash bonus for the previous five years, to the extent that such
payment does not equal or exceed three times Mr. Girsky's base amount, as
computed in accordance with Section 280G(d)(4) of the Internal Revenue Code of
1986, as amended (the "Code"). Additionally, upon a change of control, Mr.
Girsky's employment agreement may be assigned by the Company or any such
successor or surviving corporation with the prior written consent of Mr. Girsky.
Commencing upon the termination of Mr. Girsky's employment with the Company, and
ending on the later to occur of Mr. Girsky's death or his spouse's death, the
Company will permit Mr. Girsky and his spouse, to the extent eligible, to
participate in the health and medical benefit program provided by the Company to
senior executive officers.

                                       6
<PAGE>


The Company entered into a three-year employment agreement with Joseph F.
Oliveri, effective as of June 6, 2000. The employment agreement will
automatically renew for additional one-year periods unless notice is given 90
days prior to an anniversary date. Mr. Oliveri receives a base salary at an
annual rate of $300,000. The employment agreement has been automatically
extended for two successive one-year periods. In addition, he was entitled to
receive a cash bonus equal to two percent of gross profit from certain customers
for each twelve-month period beginning June 1, 2000.

The Company entered into a four-year employment agreement with Charles Girsky,
effective as of July 1, 2001, to serve as the Company's Executive Vice
President. The employment agreement will automatically renew for additional
one-year periods on each anniversary date, unless notice is given 90 days prior
to an anniversary date. In the event that a notice of non-renewal is delivered
by either party, Mr. Girsky's employment agreement shall continue for a period
of three years following the anniversary date which follows immediately after
the date that such notice is delivered. However, in the event that a notice of
non-renewal is delivered by either party at such time as Mr. Girsky is at least
70 years of age, then the employment agreement shall continue for a period of
only one year following the anniversary date which follows immediately after the
date that such notice is delivered. Mr. Girsky receives a base salary of
$250,000 for each fiscal year ending June 30. In addition, he is entitled to
receive a cash bonus equal to two percent of the Company's earnings before
income taxes for each fiscal year in which such earnings are between $1.0
million and $2.5 million, or three percent of the Company's earnings before
income taxes for such fiscal year if such earnings are in excess of $2.5
million, up to a maximum annual cash bonus of $360,000. If the Company's
earnings before income taxes are in excess of $12.0 million for any such fiscal
year, Mr. Girsky may also receive stock options. Mr. Girsky or his estate, as
the case may be, is entitled to receive a payment of $250,000 if he dies during
the term of the employment agreement. The death benefit of $1.0 million provided
for in the prior employment agreement was being funded by a life insurance
policy maintained by the Company, which policy was transferred to Mr. Girsky. In
the event of a change in control of the Company, Mr. Girsky will receive 250% of
the average of his base salary plus cash bonus for the previous five years, to
the extent that such payment does not equal or exceed three times Mr. Girsky's
base amount, as computed in accordance with Section 280G(d)(4) of the Code.
Additionally, upon a change of control, Mr. Girsky's employment agreement may be
assigned by the Company or any such successor or surviving corporation with the
prior written consent of Mr. Girsky. Commencing upon the termination of Mr.
Girsky's employment with Jaco, and ending on the later to occur of Mr. Girsky's
death or his spouse's death, the Company will permit Mr. Girsky and his spouse,
to the extent eligible, to participate in the health and medical benefit program
provided by the Company to senior executive officers.

The Company entered into a four-year employment agreement with Jeffrey Gash,
effective as of July 1, 1998, to serve as the Company's Executive Vice President
of Finance. The employment agreement will automatically renew for additional


                                       7
<PAGE>


one-year periods on each anniversary date, unless notice is given 90 days prior
to an anniversary date. In the event that a notice of non-renewal is delivered
by either party, Mr. Gash's employment agreement shall continue for a period of
three years following the anniversary date which follows immediately after the
date that such notice is delivered. The employment agreement has been
automatically extended for three successive one-year periods. Pursuant to the
agreement, as amended, Mr. Gash receives a base salary of $160,000 for each
fiscal year ending June 30. In addition, he is entitled to receive a cash bonus
as determined by the Board of Directors and the President. Mr. Gash or his
estate, as the case may be, is entitled to receive a payment of $750,000 if he
dies during the term of the employment agreement. The death benefit is currently
being funded by a life insurance policy maintained by the Company. In the event
of Mr. Gash's cessation of employment with the Company, upon his request, the
Company is obligated to transfer such policy to Mr. Gash. Thereafter, the
Company would have no further liability for the payment of such benefit or the
premiums on such policy. In the event of a change in control of the Company, Mr.
Gash will receive 200% of the average of his base salary plus cash bonus for the
previous five years, to the extent that such payment does not equal or exceed
three times Mr. Gash's base amount, as computed in accordance with Section
280G(d)(4) of the Code. Additionally, upon a change of control, Mr. Gash's
employment agreement may be assigned by the Company or any such successor or
surviving corporation with the prior written consent of Mr. Gash.

The Company entered into an agreement with Gary Giordano dated as of July 20,
1998, which provides a lump sum payment to him in the event of a change in
control of the Company. If Mr. Giordano's employment with the Company or a
successor or surviving corporation is terminated other than for cause (e.g.,
commission by Mr. Giordano of an act constituting common law fraud or a felony),
for a period of up to two years after the change in control event, he will
receive up to 200% of the average of his base salary plus cash bonus for the
previous three years based upon a formula. The payment will be made to Mr.
Giordano to the extent such payment does not exceed Mr. Giordano's base amount
as computed in accordance with Section 280G(d)(4) of the Code. The agreement
also requires Mr. Giordano to refrain from disclosing proprietary or
confidential information regarding the Company. The agreement does not obligate
the Company to retain the services of Mr. Giordano.


                                       8
<PAGE>



Option Grants

         There were no stock options granted during the Fiscal Year 2004 to any
of the Named Executive Officers.


Option Exercises and Fiscal Year-End Option Values

         The following table provides information concerning stock options
exercised during Fiscal 2004 and the number of unexercised options held by the
Named Executive Officers as of June 30, 2004. Also reported are the values for
unexercised, "in the money" options, which represent the positive spread between
the respective exercise prices of such options and the fair market value of the
Common Stock as of June 30, 2004.
<TABLE>

                 AGGREGATE OPTIONS/SAR EXERCISES IN FISCAL 2004
                      AND FISCAL YEAR-END OPTION/SAR VALUES

                                                                  Number of Securities               Value of Unexercised
                                Shares                           Underlying Unexercised          In-the-Money Options/SARs at
                               Acquired        Value         Options/SARs at FY-End (#)(1)               FY-End($)(2)
                             On Exercise       Realized        Exercisable  Unexercisable          Exercisable Unexercisable
                             ------------      ---------       -----------  -----------            ----------- -------------
          Name                    (#)             ($)
          ----                    ---             ---
<S>                             <C>            <C>                 <C>                                 <C>
Joel H. Girsky                  300,000        1,721,100           135,000        --                   263,100        --

Joseph F. Oliveri                 --              --                70,000        --                    93,300        --

Charles B. Girsky               37,500          171,400             65,000        --                   147,000        --

Jeffrey D. Gash                 15,000          71,400              55,000        --                   147,000        --

Gary Giordano                   15,000          58,000              40,000        --                    93,300        --


</TABLE>

(1)  Adjusted to give effect to a 3-for-2  stock  split which was  effectiveon
     July 24, 2000.

(2)     Based on the fair market value per share of the Common Stock at year
        end, minus the exercise or base price on "in-the-money" options. The
        closing sale price for the Company's Common Stock as of June 30, 2004 on
        the Nasdaq National Market was $6.08.



Director Compensation

            Members of our Board of Directors who are not officers or employees
of the Company receive an annual fee of $10,000 for their service on our Board
of Directors. Directors are also reimbursed for reasonable expenses incurred in
connection with attending Board and committee meetings.



                                       9
<PAGE>



                  On February 2, 2004, the Company granted each of Mr. Neil
Rappaport and Mr. Robert Waldman ten year options to purchase 7,500 shares of
Common Stock at an exercise price of $8.31 per share. The per share exercise
price of each option is equal to the closing price of the Common Stock on the
date of grant. The options vest on the one-year anniversary of the date of grant
and were issued pursuant to the Company's 2000 Stock Option Plan.

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Introduction

         The Compensation Committee of the Board of Directors of the Company
(the "Committee") is composed of three directors, each of whom is independent as
defined in applicable rules of the Nasdaq Stock Market, Inc. The Committee is
responsible for reviewing and recommending to the Company's Board of Directors
the Company's compensation policies for the remuneration of the Company's Chief
Executive Officer and all of its other executive officers (collectively,
"Executives"), including salaries, bonuses and grants of awards under, and
administration of the Company's stock incentive plans. In determining the cash
and non-cash compensation of Executives, the Committee annually evaluates both
individual and corporate performance from both a short-term and long-term
perspective.

Philosophy

         The Company's compensation program for Executives (the "Program") seeks
to encourage the achievement of business objectives of the Company and superior
corporate performance by the Executives. The Program is designed to enable the
Company to attract, reward and retain highly qualified executives and to foster
a performance-oriented environment wherein management's long-term focus is on
maximizing shareholder value through the use of equity-based incentives. The
Program calls for consideration of the nature of each Executive's work and
responsibilities, his or her leadership and technical skills, unusual
accomplishments or achievements on the Company's behalf, years of service, the
Executive's total compensation package (cash and non-cash compensation) and the
Company's financial condition generally. The Committee does not assign weights
to these factors nor necessarily consider any one more important than the
others.

Components of Executive Compensation

         Historically, the Company's executive-level employees have received
cash-based and equity-based compensation. The Company attempts to pay its
executive officers competitively in order that it may retain the most capable
people in the industry. Compensation levels for the Executives are derived from
market comparisons with similarly-sized distribution companies, including those
engaged in the electronic components distribution industry with which the
Company competes for executive talent. The Committee believes that the Company's
most direct competitors for this purpose are not necessarily all of the
companies that would be included in a peer group established to compare
shareholder returns. Therefore, the compensation peer group is not the same as
the peer group index set forth in the Company's Stock Performance Graph included
elsewhere in this report. Based on information currently available to the
Committee, including publicly available compensation information relating to
direct competitors of the Company, the Committee believes that cash compensation
levels for the Executives, including the Chief Executive Officer, are, on
average, at or below the median of base salary levels for executive officers of
similar companies.

                                       10
<PAGE>


         Cash-Based Compensation: Base salary represents the primary cash
component of an Executive's compensation, and is determined by evaluating the
responsibilities associated with an Executive's position at the Company and his
or her overall level of experience. In addition, the Committee, in its
discretion, may award cash incentive bonuses. The Committee believes that the
Executives are best motivated through a combination of stock option awards and
cash incentives.

         As described above under "Executive Compensation -- Employment
Agreements," a number of the Executives have entered into employment agreements
with the Company. For Fiscal 2004, Messrs. Joel Girsky, Charles Girsky and Jeff
Gash did not receive cash bonuses and Mr. Joseph Oliveri did receive a cash
bonus, as determined based upon a formula contained in each of their employment
agreements.

         Equity-Based Compensation: Equity-based compensation principally has
been in the form of stock options, granted pursuant to the Company's 2000 Stock
Option Plan and 1993 Non-Qualified Plan and awards of shares of Common Stock
under the Company's Restricted Stock Plan. The Committee believes that stock
options represent an important component of a well-balanced compensation
program. Because stock option awards provide value only in the event of share
price appreciation, stock options enhance management's focus on maximizing
long-term shareholder value, and thus provide a direct relationship between an
Executive's compensation and the shareholders' interests. No specific formula is
used to determine option awards for an Executive. Rather, individual award
levels are based upon the subjective evaluation by the Committee of each
Executive's overall past and expected future contributions to the success of the
Company. Additionally, the Committee believes that awards under the Restricted
Stock Plan will enhance the alignment of an Executive's interest with that of
the shareholders because the Executive may be able to realize greater value with
increased stock performance.

Compensation of the Chief Executive Officer

         As described above under "Executive Compensation -- Employment
Agreements," the Company has entered into an employment agreement with Joel H.
Girsky, our Chairman of the Board and President, pursuant to which Mr. Joel
Girsky receives a base salary of $375,000 per fiscal year and an annual
incentive cash bonus based on a percentage of the Company's earnings before
income taxes, up to a maximum bonus of $720,000 in any fiscal year. Through this
incentive bonus arrangement, a substantial portion of Mr. Joel Girsky's cash
compensation is specifically linked to the Company's profitability.

         In general, the philosophy, factors and criteria of the Committee
generally applicable to the Company's senior management are applicable to the
Chief Executive Officer.

Tax Deductibility of Executive Compensation

         Section 162(m) of the Internal Revenue Code imposes limitations on the
federal income tax deductibility of compensation paid to the Company's chief
executive officer and to each of the other four most highly compensated
executive officers of the Company. Under these limitations, the Company may


                                       11
<PAGE>


deduct such compensation only to the extent that during any fiscal year the
compensation does not exceed $1,000,000 or meets certain specified conditions
(such as certain performance-based compensation that has been approved by the
Company's shareholders). Based on the Company's current compensation plans and
policies and the Section 162(m) rules, the Company and the Committee believe
that, for the near future, there is not a significant risk that the Company will
lose any significant tax deduction for executive compensation. The Company's
compensation plans and policies will be modified to ensure full deductibility of
executive compensation if the Company and the Committee determine that such an
action is in the best interests of the Company.

                                                COMPENSATION COMMITTEE
                                                Edward M. Frankel
                                                Joseph F. Hickey, Jr., Chairman
                                                Neil Rappaport


           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         During Fiscal 2004, the Compensation Committee of the Board of
Directors consisted of Messrs. Frankel, Hickey and Rappaport. No member of this
committee was at any time during Fiscal 2004 or at any other time an officer or
employee of the Company, and no member had any relationship with the Company
requiring disclosure under SEC rules. No executive officer of the Company has
served on the board of directors or compensation committee of any other entity
that has or has had one or more executive officers who served as a member of the
Company's Board of Directors or the Compensation Committee during Fiscal 2004.

                       COMPARATIVE STOCK PERFORMANCE GRAPH

         The following is a graph comparing the annual percentage change in the
cumulative total shareholder return of the Company's Common Stock with the
cumulative total returns of the published Dow Jones US Total Market Index and
Dow Jones US Industrial Services, All Index for the Company's last five (5)
fiscal years:

                                     [GRAPH]






<TABLE>


                                       1999         2000          2001           2002          2003         2004
                                       ----         ----          ----           ----          ----         ----
<S>                                    <C>          <C>           <C>            <C>           <C>          <C>
Jaco Electronics, Inc.                 100.00       533.33        223.26         170.90        174.9        221.08

Dow Jones US Total Market              100.00       109.47         92.93          76.12         76.98        92.67

Dow Jones US Industrial Services,      100.00        84.48         70.56          66.88         60.76        75.84
All
</TABLE>

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

                                       12
<PAGE>


         Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Exchange Act that might incorporate future filings made by the Company under
those statutes, none of the preceding Compensation Committee Report on Executive
Compensation or the Company Stock Performance Graph will be incorporated by
reference into any of those prior filings, nor will any of such reports or graph
be incorporated by reference into any future filings made by the Company under
those statutes.




Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters.

                  The following table sets forth the number and percentage of
shares of Common Stock owned as of October 27, 2004 by (i) each director of the
Company, (ii) all persons who, to the knowledge of the Company, are the
beneficial owners of more than 5% of the outstanding shares of Common Stock,
(iii) each of the Company's executive officers, and (iv) all of the Company's
directors and executive officers, as a group. Each person named in this table
has sole investment power and sole voting power with respect to the shares of
Common Stock set forth opposite such person's name, except as otherwise
indicated.



                                       13
<PAGE>



<TABLE>




                                                Aggregate Number of Shares
            Name and Address of                     Beneficially Owned        Percentage of Shares Beneficially
            Beneficial Owner(1)                                                            Owned(2)

<S>                                                    <C>        <C>                        <C>
Joel H. Girsky                                         1,074,640  (3)                        16.8%

Joseph F. Oliveri                                         70,000  (4)                         1.1%

Charles B. Girsky                                        513,360  (5)                         8.1%

Stephen A. Cohen                                          59,683  (6)                        **

Edward M. Frankel                                         41,250  (7)                        **

Joseph F. Hickey, Jr.                                     57,750  (8)                        **

Jeffrey D. Gash                                           72,298  (9)                         1.1%

Gary Giordano                                             43,750  (10)                       **

Robert Waldman                                             3,000                             **

Neil Rappaport                                               --                              **

Dimensional Fund Advisors                                391,413  (11)                        6.2%
1299 Ocean Avenue
11th Floor
Santa Monica, CA  90401

Royce & Associates, LLC                                  736,150  (12)                       11.8%
1414 Avenue of the Americas
New York, NY  10019

All directors and executive officers as a              1,935,731  (13)                       28.9%
group (10 persons)
---------------------------------

</TABLE>

**       Less than one percent.

(1)  Unless otherwise  indicated,  the address of each person listed is 145 Oser
     Avenue, Hauppauge, New York, 11788.


(2)  Assumes a base of 6,262,832 shares of Common Stock outstanding,  before any
     consideration is given to outstanding options.


                                       14
<PAGE>


(3)  Includes (i) 60,000 shares of Common Stock  acquirable  pursuant to options
     presently  exercisable  and granted under the Company's 1993  Non-Qualified
     Stock Option Plan, (ii) 75,000 shares of Common Stock  acquirable under the
     Company's  2000 Stock Option Plan,  and (iii) 37,500 shares of Common Stock
     awarded under the Company's Restricted Stock Plan.


(4)  Includes (i) 30,000 shares of Common Stock  acquirable  pursuant to options
     presently  exercisable  and granted under the Company's 1993  Non-Qualified
     Stock  Option  Plan,  and (ii)  40,000  shares of Common  Stock  acquirable
     granted under the Company's 2000 Stock Option Plan.


(5)  Includes  (i) 345,315  shares of Common  Stock  owned by the Girsky  Family
     Trust,  (ii) 50,000 shares of Common Stock  acquirable  pursuant to options
     presently  exercisable  and granted under the  Company's  2000 Stock Option
     Plan,  and (iii) 37,500  shares of Common Stock awarded under the Company's
     Restricted Stock Plan.


(6)  Includes (i) 30,000 shares of Common Stock  acquirable  pursuant to options
     presently  exercisable  and granted under the  Company's  2000 Stock Option
     Plan,  and (ii) 22,500  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 such 22,500  shares
     except to the  extent of his  pecuniary  interest  therein by virtue of his
     partnership interest in Morrison Cohen Singer & Weinstein, LLP.


(7)  Includes  30,000  shares of Common  Stock  acquirable  pursuant  to options
     presently  exercisable  and granted under the  Company's  2000 Stock Option
     Plan.


(8)  Includes  30,000  shares of Common  Stock  acquirable  pursuant  to options
     presently  exercisable  and granted under the  Company's  2000 Stock Option
     Plan.


(9)  Includes (i) 40,000 shares of Common Stock  acquirable  pursuant to options
     presently  exercisable  and granted under the  Company's  2000 Stock Option
     Plan,  and (ii) 15,000  shares of Common Stock  awarded under the Company's
     Restricted Stock Plan.


(10) Includes (i) 40,000 shares of Common Stock  acquirable  pursuant to options
     presently  exercisable  and granted under the  Company's  2000 Stock Option
     Plan,  and (ii) 3,750 shares of Common Stock  awarded  under the  Company's
     Restricted Stock Plan.

(11) These  securities are held in investment  advisory  accounts of Dimensional
     Fund Advisors, Inc. This information is based upon an amendment to Schedule
     13G  dated  February  6,  2004,  filed  with the SEC and  information  made
     available to the Company.

                                       15
<PAGE>


(12) The  information  is based upon an amendment to Schedule 13G filed with the
     SEC dated February 3, 2004, and information made available to the Company.

(13) Includes  425,000  shares of Common  Stock  acquirable  pursuant to options
     presently  exercisable  and 93,750 shares of Common Stock awarded under the
     Company's Restricted Stock Plan.

Equity Compensation Plan Disclosure

                  The following table summarizes equity compensation plans
approved by security holders and equity compensation plans that were not
approved by security holders as of June 30, 2004:

<TABLE>

                                                                                                       (c)
                                             (a)                         (b)                   Number of Securities
                                     Number of Securities         Weighted-Average           Remaining Available for
                                      To be Issued Upon           Exercise Price of        Future Issuance Under Equity
                                   Exercise of Outstanding           Outstanding          Compensation Plans (Excluding
                                    Options, Warrants and             Options,                      Securities
Plan Category                               Rights               Warrants and Rights          Reflected in Column(a)
-------------------------------    -------------------------    ----------------------    -------------------------------
Equity compensation plans
(and stock  option awards)
<S>                                           <C>                       <C>                           <C>
approved by stockholders                      744,750                   $5.17                         10,750

Equity compensation plans                           -                     -                             -
not approved by stockholders
                                   -------------------------    ----------------------    -------------------------------

Total                                         744,750                   $5.17                         10,750
                                   =========================    ======================    ===============================
</TABLE>

Item 13.  Certain Relationships and Related Transactions.

         During Fiscal 2004, the Company paid approximately $655,000 of rental
expenses in connection with the Company's main headquarters and centralized
inventory distribution facility, located in Hauppauge, New York, which was paid
to Bemar Realty Company, the owner of such premises. Bemar is a partnership
consisting of Messrs. Joel Girsky and Charles Girsky, both of whom are officers,
directors and principal shareholders of the Company. The lease on the property,
which is net of all expenses, including taxes, utilities, insurance, maintenance
and repairs was renewed in December 2003 and expires on December 31, 2013. The
Company believes the current rental rate is at its fair market value.

         Stephen A. Cohen, a director of the Company, is a partner of the law
firm of Morrison, Cohen Singer & Weinstein, LLP, which rendered legal services
to the Company during Fiscal 2004 for which the Company was billed aggregate
fees that did not exceed 5% of such law firm's annual gross revenues.

The son-in-law of Mr. Joel Girsky, our Chairman and President, is Douglas
Spelfogel, who is a partner of the law firm of Nixon Peabody LLP, which rendered
legal services to the Company during Fiscal 2004 for which the Company was
billed aggregate fees that did not exceed 5% of such law firm's annual gross
revenues.

                                       16
<PAGE>


Item 14.  Principal Accountant Fees and Services.

         Grant Thornton LLP has audited the Company's financial statements
annually since the fiscal year ended June 30, 1984.

Audit Fees

         The aggregate fees billed by Grant Thornton LLP for professional
services for the audit of the Company's annual consolidated financial statements
for fiscal years 2004 and 2003 and the review of the consolidated financial
statements included in the Company's Forms 10-Q for fiscal years 2004 and 2003
were $396,170 and $181,035, respectively.

Audit-Related Fees

         The aggregate fees billed by Grant Thornton LLP for professional
services related to the audit of the Company's annual consolidated financial
statements for the fiscal years 2004 and 2003 were $42,344 and $31,230,
respectively. These services consisted primarily of (i) services rendered in
connection with acquisitions by the Company, (ii) assistance with regulatory
filings and (iii) consultations on the effects of various accounting issues and
changes in professional standards.

Tax Fees

         The aggregate fees billed by Grant Thornton LLP for tax services for
the fiscal years 2004 and 2003 were $63,917 and $112,015, respectively. These
services consisted primarily of tax planning and assistance with the preparation
of returns.

All Other Fees

         There were no fees billed by Grant Thornton LLP for other services for
the fiscal years 2004 and 2003.

Audit Committee Pre-Approval Policies and Procedures

         The Audit Committee of the Company's Board of Directors pre-approves on
an annual basis the audit, audit-related, tax and other non-audit services to be
rendered by the Company's accountants based on historical information and
anticipated requirements for the following fiscal year. The Audit Committee
pre-approves specific types or categories of engagements constituting audit,
audit-related, tax and other non-audit services as well as the range of fee
amounts corresponding to each such engagement. To the extent that the Company's
management believes that a new service or the expansion of a current service
provided by the Company's accountants is necessary or desirable, such new or
expanded services are presented to the Audit Committee for its review and
approval prior to the Company's engagement of its accountants to render such
services. No non-audit services were approved by the Audit Committee pursuant to
Rule 2-01, paragraph (c)(7)(i)(C) of SEC Regulation S-X during Fiscal 2004.

         For Fiscal 2004, the Audit Committee has determined that the non-audit
services performed by Grant Thornton LLP are compatible with maintaining the
independence of Grant Thornton LLP. .

                                       17
<PAGE>



PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.


(a)  (3) See Exhibit  Index on page 20 of this report for a list of the exhibits
     furnished as part of this report.






                                       18
<PAGE>







                                   SIGNATURES


                  Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Date:  October 28, 2004
                            JACO ELECTRONICS, INC.


                            By:      /s/ Joel H. Girsky
                                         ---------------------------------------
                                     Joel H. Girsky, Chairman, President and
                                              Treasurer (Principal Executive
                                              Officer)

                            By:      /s/ Jeffrey D. Gash
                                         ---------------------------------------
                                     Jeffrey D. Gash, Executive Vice President-
                                              Finance and Secretary (Principal
                                              Financial and Accounting Officer)



                                       19
<PAGE>



Exhibit No.       Exhibit



31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.



                                       20
<PAGE>