FORM 10-K/A
                                 AMENDMENT NO. 1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                           For the fiscal year ended
 ...............................................................June 30, 1997
                                    
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

    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
     (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)

        Company's telephone number, including area code: (516) 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]

      The aggregate market value of Common Stock held by non-affiliates of
 the Company, computed by reference to the closing price on September 22, 1997
                                was $25,140,827.

        Number of shares outstanding of each class of Common Stock, as of
   September 22, 1997: 3,888,221 shares (excluding 87,500 shares of treasury
                                    stock).

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                     None.




<PAGE>
<TABLE>
<CAPTION>




                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

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

    Name                     Age           Title
<S>                          <C>           <C>
    Joel H. Girsky            58    Chairman of the Board, President, Treasurer,
                                    and Director

    Charles B. Girsky         63    Executive Vice President and Director of the
                                    Company

    Stephen A. Cohen          60    Director

    Edward M. Frankel         59    Director

    Joseph F. Hickey, Jr      39    Director

    Jeffrey D. Gash           44    Vice President, Finance of the Company

    Herbert Entenberg         63    Vice President of Management and Information
                                    Systems and Secretary
</TABLE>

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

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

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

                  Stephen  A.  Cohen has been a Director  of the  Company  since
1970.  Since August,  1989,  he has practiced law as a member of Morrison  Cohen
Singer & Weinstein,  LLP,  general  counsel to the  Company.  For more than five
years prior  thereto,  he was engaged in the  practice of law as a member of the
firm of Friedlander,  Gaines,  Cohen & Rosenberg,  former general counsel to the
Company.

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

     Joseph F.  Hickey,  Jr.  became a Director of the Company on May 28,  1997.
Since  February 1, 1991, he has been a managing  director of Cleary Gull Reiland
and McDervitt Inc., an investment banking firm located in Milwaukee, Wisconsin.



<PAGE>


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

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


Item 11.  Executive Compensation

                  The following  table sets forth,  for the Company's three most
recently ended fiscal years, the  compensation  paid or accrued to the President
of the Company and to the  executive  officers  and a former key employee of the
Company,  other than the President,  whose aggregate annual salary and bonus for
the Company's last fiscal year exceeded $100,000:
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                 
                                      Annual Compensation

Name and                                                  Other  
Princpal                                                  Annual
Position                       Year Salary($) Bonus($)Compensation($)
<S>                            <C>  <C>     <C>       <C>           
Joel H. Girsky,                1995 300,000 193,000       --
  Chairman of the Board        1996 325,000 387,000       --
President, and Treasurer(1)    1997 325,000 210,000       --

Charles B. Girsky,             1995 206,720  42,073       --
  Executive Vice President     1996 225,000  96,535       --
                               1997 225,000  73,475       --
                                                                
Jeffrey D. Gash,               1995  96,347  10,000       --
  Vice President, Finance      1996  96,000  42,595       --
                               1997 104,808  25,000       --
Herbert Entenberg
  Vice President of            1995 102,816  16,155       --
  Management and               1996 102,560  20,188       --
  Information Systems,         1997 102,560  10,481       --
  and Secretary

Denis Haggerty*                1995  90,348  36,964       --
  Vice President, Marketing    1996  90,000  58,389      27,651(3)
                               1997  71,539  40,510       --




                           SUMMARY COMPENSATION TABLE


                                             Long-Term Compensation
                                          Awards                Payouts
Name and                            Restricted                       All Other
Principal                             Stock     Options/    LTIP   Compensation
Position                       Year  Awards($)   SARs(#)   Payouts($) ($)(2)   
<S>                            <C>   <C>         <C>       <C>        <C>
Joel H. Girsky,                1995    --         --         --         72,100
  Chairman of the Board        1996    --         --         --         84,301
President, and Treasurer(1)    1997   150,000**  15,399      --         73,924

Charles B. Girsky,             1995    --         --         --          3,947
  Executive Vice President     1996    --        15,000      --          5,608
                               1997   150,000**  25,000      --          4,976
                                                                
Jeffrey D. Gash,               1995    --         --         --          1,806
  Vice President, Finance      1996    --         5,000      --          1,841
                               1997    60,000**  10,000      --          2,004
Herbert Entenberg
  Vice President of            1995    --         --         --          3,538
  Management and               1996    --         2,500      --          3,197
  Information Systems,         1997    30,000**   5,000      --          3,343
  and Secretary

Denis Haggerty*                1995    --         --         --         11,029
  Vice President, Marketing    1996    --         5,000      --         11,302
                               1997    --         --         --          5,881

</TABLE>

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

(1)   Mr. Joel Girsky  entered into a four-year  employment  agreement  with the
      Company, effective as of July 1, 1993, to serve as the Company's Chairman,
      President and Treasurer. Pursuant to the agreement, Mr. Girsky received
      a base  salary of  $250,000  for the  fiscal  year  ended  June 30,  1994,
      $300,000  for the fiscal year ended June 30,  1995,  and  $325,000 for the
      fiscal  years ended June 30, 1996 and June 30, 1997.  In addition,  he was
      entitled  to  receive  a cash  bonus  equal  to four  percent  (4%) of the
      Company's  earnings  before  income  taxes  for each  year in  which  such
      earnings  are in  excess  of  $1,000,000,  and  six  percent  (6%)  of the
      Company's  earnings  before  income  taxes  for each  year in  which  such
      earnings were in excess of  $2,500,000.  Mr. Girsky or his estate,  as the
      case may be, was  entitled  to receive a payment of $500,000 if he dies or
      becomes permanently disabled during the term of the employment  agreement.
      The death and  disability  benefit is funded by a "key man" life insurance
      policy maintained by the Company.  In the event of Mr. Girsky's  cessation
      of  employment  with  the  Company,  upon his  request,  the  Company  was
      obligated to transfer such policy to Mr. Girsky.  Thereafter,  the Company
      would have no further  liability  for the  payment of such  benefit or the
      premiums  on such  policy.  In  addition,  pursuant  to the  terms  of the
      employment  agreement,  Mr.  Girsky was to receive  deferred  compensation
      which  accrued at the rate of $50,000  per year,  and became  payable in a
      lump sum at the later of (i) Mr.  Girsky's  attainment  of age 60, or (ii)
      his cessation of employment,  with or without cause, by the Company at any
      time after July 1, 1993. In the event of a change in control  resulting in
      termination  of Mr.  Girsky's  employment,  Mr. Girsky would have received
      between $450,000 and $600,000,  depending on the date of termination.  Mr.
      Joel  Girsky  and  the  Company  intend  to  enter  into a new  employment
      agreement during the fiscal year ending June 30, 1998.

(2)   Includes auto  expenses,  401(k)  matching  contributions  by the Company,
      premiums  paid on group  term life  insurance,  taxable  portion  of split
      dollar  life  insurance  policies  and  deferred  compensation  accrued in
      connection with Mr. Joel Girsky's  employment  agreement with the Company,
      as described in footnote (1) above.  Auto expenses for fiscal 1997 for the
      Named Executives were as follows:  Mr. Joel Girsky -- $16,871, Mr. Charles
      Girsky --  $3,322,  Mr.  Gash -- $624,  Mr.  Entenberg  -- $2,154  and Mr.
      Haggerty -- $4,800. 401(k) matching  contributions for fiscal 1997 for the
      Named Executives were as follows:  Mr. Joel Girsky -- $1,000,  Mr. Charles
      Girsky -- $952, Mr. Gash -- $1,298, Mr. Entenberg -- $950 and Mr. Haggerty
      -- $519.  Premiums  paid on group term life  insurance for fiscal 1997 for
      the Named Executives were as follows: Mr. Joel Girsky -- $450, Mr. Charles
      Girsky $702,  Mr. Gash -- $82, Mr.  Entenberg -- $239 and Mr.  Haggerty --
      $562. The taxable portion of split dollar life insurance  policies for Mr.
      Joel Girsky was $5,603 for fiscal 1997. $50,000 deferred  compensation was
      accrued in fiscal 1997 in  connection  with Mr. Joel  Girsky's  employment
      agreement with the Company.

(3)   Includes  information  regarding  value realized  (market value on date of
      exercise less exercise  price) on stock options  previously  granted under
      the Company's option plans and exercised during fiscal 1996 by Mr.
      Haggerty.

*     Effective December 31, 1996, Mr. Haggerty ceased serving as an officer of
      the Company.

**    Subject to approval of the  Restricted  Stock Plan by the Company's 
      shareholders.



Stock Options

         The  following  tables set forth  information  concerning  the grant of
stock  options made during  Fiscal 1997 to each of the persons  described in the
Summary  Compensation  Table on page 3 and the number  and value of  unexercised
options held by them at the fiscal year-end.



<PAGE>
<TABLE>
<CAPTION>


                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                         Individual Grants(1)

                                         Percent of                                              Potential Realizable Value
                                            Total                                                at Assumed Annual Rates
                                         Options/SAR's                                                of Stock Price Appreciation
                         Options/         Granted to                                             For Option Term (2)      
                           SARs          Employees         Exercise or
                         Granted          in Fiscal         Base Price         Expiration
      Name                 (#)              Year            ($/Sh)              Date            5%($)           10%($)
      -----------------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>              <C>             <C>                <C>             <C>   
Joel H. Girsky          15,399              11%              $ 7.00          June 8, 2002       $29,781         $65,809
Charles B. Girsky       25,000              19%              $ 7.00          June 8, 2002       $48,349         $106,839
Jeffrey D. Gash         10,000               7%              $ 7.00          June 8, 2002       $19,340         $42,739
Herbert Entenberg        5,000               4%              $ 7.00          June 8, 2002       $ 9,670         $21,368
Dennis Haggerty*          --                --                  --                     --            --           --
</TABLE>


(1) The  options in the table were  granted on June 9, 1997 under the  Company's
1993 Non-Qualified  Stock Option Plan and have exercise prices equal to the fair
market  value of the  Common  Stock on the date of  grant.  The  options  become
exercisable one year from the date of grant.

(2) The potential  realizable  value assumes that the stock price increases from
the date of grant  until the end of the option term (5 years) at the annual rate
of 5% and  10%.  The  assumed  annual  rates of  appreciation  are  computed  in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission.  No  assurance  can be given that the annual  rates of  appreciation
assumed for the purposes of the table will be achieved,  and actual  results may
be lower or higher.

* Effective December 31, 1996, Mr. Haggerty ceased serving as an officer of
  the Company.

<TABLE>
<CAPTION>

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

                                                                                                 Value of Unexercised
                        Shares                               Number of Unexercised                   In-the-Money
                       Acquired                                 Option/SARs at                      Option/SARs at
                          on              Value                   FY-End (#)                        FY-End ($)(1)
                       Exercise(#)        Realized($)  --------------------------              ----------------------
                                                       Exercisable    Unexercisable          Exercisable Unexercisable
<S>                   <C>                <C>               <C>           <C>                   <C>         <C>

Joel H. Girsky         --                --                 81,400         15,399              189,662      2,926
Charles B. Girsky      --                --                 15,000         25,000               --          4,750
Jeffrey D. Gash        --                --                 9,033          10,000                9,397      1,900
Herbert Entenberg      --                --                 6,167           5,000                8,874        950
Dennis Haggerty*       --                --                 5,000            --                  --            --


</TABLE>

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

(1)     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, 1997 on
        the NASDAQ National Market System was $7.19.

*       Effective  December 31, 1996, Mr.  Haggerty  ceased serving as an
        officer of the Company.


<PAGE>



Compensation of Directors

        Pursuant to the Company's  1993 Stock Option Plan for Outside  Directors
(the "Outside Directors Plan"),  the Company's outside directors  (directors who
are not employees of the Company) were each granted options on December 31, 1993
to purchase  14,667 shares of Common Stock. In addition,  the Outside  Directors
Plan provides that each outside  director shall also be granted on each December
31  subsequent  to December 31, 1993 stock  options to purchase  2,933 shares of
Common  Stock.  All  options  granted  under  the  Outside  Directors'  Plan are
immediately  exercisable,  and the  exercise  price per share of each  option is
equal to the fair  market  value of the  shares of  Common  Stock on the date of
grant.


Employment Contracts and Termination of Employment
and Change-In-Control Arrangements

        The Company's  employment agreement with Mr. Joel Girsky is described in
the footnotes to the Summary  Compensation  Table on page 3 of this Form 10-K/A,
Amendment No.1.


Compensation Committee Interlocks and Insider Participation

        Stephen A.  Cohen,  a Director of the  Company,  is a member of Morrison
Cohen  Singer &  Weinstein,  LLP,  general  counsel to the  Company.  Mr.  Cohen
currently  owns  4,789  shares  of Common  Stock  and  options  to  purchase  an
additional 23,466 shares of Common Stock. Mr. Cohen is one of the two members of
the Company's Compensation Committee,  the committee responsible for determining
and  administering the Company's  compensation  policies for the remuneration of
the Company's senior management.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

               The  following  table sets forth the  number  and  percentage  of
shares of Common Stock owned as of October 14, 1997; (i) by 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  executive  officers  and a former key  employee  named in the
Summary Compensation Table, and (iv) all of the Company's  directors,  executive
officers  and such former key  employee,  as a group.  Each person  named in the
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.

<TABLE>
<CAPTION>



                                                                                       Percentage of
                                                         Number of Shares              Common Stock
Name of Beneficial Owner                               Beneficially Owned(1)          Outstanding(2)
-------------------------                              ---------------------         ---------------
<S>                                                            <C>                          <C>  
Joel H. Girsky
   President, Treasurer
   and Director                                          547,540(3)                        13.6%

Charles B. Girsky
   Executive Vice President and
   Director of the Company                               287,274(4)                        7.2%

Stephen A. Cohen
   Director                                               28,255(5)                        **

Edward M. Frankel
   Director                                               23,466(5)                        **

Joseph F. Hickey, Jr                                      18,500(6)                        **
   Director


Jeffrey D. Gash
   Vice President, Finance                                19,565(7)                          **

Herbert Entenberg
   Vice President of Management
   and Information Systems,
   and Secretary                                          11,167(8)                          **

Denis Haggerty
   Vice President of Marketing                             5,000(9)                          **

T. Rowe Price Associates, Inc. 
   100 East Pratt Street
   Baltimore, MD 21202                                   350,000(10)                          9.0%

Heartland Advisors, Inc. 
   790 North Milwaukee Street
   Milwaukee, WI 53202                                   590,700(11)                           15.2%

Liberty Investment Management, Inc. 
   2502 Rocky Point Drive, Suite 500
   Tampa, Fl 33607                                       203,300(12)                           5.2%


State Retirement and Pension System
of Maryland
   301 West Preston Street, Room 901A
   Baltimore, MD 21201                                   195,000(13)                       5.0%

Wellington Trust Company, NA
   75 State Street
   Boston, MA 02109                                      195,000(14)                       5.0%

Wellington Management Company, LLP
   75 State Street
   Boston, MA 02109                                      384,000(15)                       9.9%

All Directors, executive officers
   and former key employee
   as a group (9 persons)                                940,767(16)                      22.8%

</TABLE>


--------
**    Less than 1%.

1     Includes shares of Common Stock issuable  pursuant to options  exercisable
      within  sixty  (60) days from the date  hereof.  Also  includes  shares of
      Common Stock awarded under the Jaco  Electronics,  Inc.  Restricted  Stock
      Plan  ("Restricted  Stock  Plan") which are subject to  approval of the
      Restricted Stock Plan by the Company's shareholders.

2     Based upon (i)  3,888,221  shares of Common Stock  issued and  outstanding
      (excluding  87,500 shares of treasury stock),  plus, if appropriate,  (ii)
      65,000  shares of Common Stock awarded  under the  Restricted  Stock Plan,
      and/or (iii) the number of shares of Common Stock which may be acquired by
      the named person or by all persons  included in the group  pursuant to the
      exercise  of  options  exercisable  within  sixty  (60) days from the date
      hereof.

3     Includes 81,400 shares of Common Stock acquirable pursuant to the exercise
      of options  granted under the Company's  1993  Non-Qualified  Stock Option
      Plan and 25,000  shares of Common Stock  awarded  under the  Restricted
      Stock Plan (which are subject to approval of the  Restricted  Stock Plan
      by the Company's shareholders).

4     Includes  243,577 shares of Common Stock owned by the Girsky Family Trust,
      15,000 shares of Common Stock  acquirable under the exercise of options
      granted  under the  Company's  1993  Non-Qualified  Stock  Option Plan and
      25,000  shares of Common Stock  awarded  under the  Restricted  Stock Plan
      (which  are  subject to approval of the  Restricted  Stock Plan 
       by the Company's shareholders).

5     Includes 23,466 shares of Common Stock acquirable pursuant to the exercise
      of options  granted under the Company's 1993 Stock Option Plan For Outside
      Directors.

6    Includes  1,000  shares of Common  Stock and 17,500  shares of Common Stock
     acquirable by Cleary Gull Reiland and McDevitt  Inc.  pursuant to warrants
     granted to it by the Company.  The reporting  person  disclaims  beneficial
     ownership of the shares of Common Stock acquirable upon the exercise of the
     warrants, except to the extent of his pecuniary interest therein.

7     Includes  of 9,033  shares  of Common  Stock  acquirable  pursuant  to the
      exercise of options granted under the Company's 1993  Non-Qualified  Stock
      Option Plan and 10,000 shares of Common Stock awarded under the Restricted
      Stock Plan (which are subject to approval of the  Restricted  Stock Plan
      by the Company's shareholders).

8    Consists  of 6,167  shares  of  Common  Stock  acquirable  pursuant  to the
     exercise of options  granted under the Company's 1993  Non-Qualified  Stock
     Option Plan and 5,000 shares of Common Stock awarded  under the  Restricted
     Stock Plan (which are subject to approval of the Restricted Stock Plan 
     by the Company's shareholders).

9     Consists  of 5,000  shares  of Common  Stock  acquirable  pursuant  to the
      exercise of options granted under the Company's 1993  Non-Qualified  Stock
      Option Plan.  Effective December 31, 1996, Mr. Haggerty ceased to serve as
      an officer of the Company.

10   These  securities  are owned by T. Rowe Price New Horizons  Fund,  Inc. for
     which T.  Rowe  Price  Associates,  Inc.  ("Price  Associates")  serves  as
     investment  advisor.  For  purposes of the  reporting  requirements  of the
     Securities  Exchange  Act of  1934,  Price  Associates  is  deemed  to be a
     beneficial owner of such securities;  however,  Price Associates  expressly
     disclaims  that it is, in fact, the  beneficial  owner of such  securities.
     Based upon Amendment No. 1 to the Schedule 13G dated February 14, 1997.

11   These  securities  are held in  investment  advisory  accounts of Heartland
     Advisors,  Inc. Based upon Amendment No. 2 to Schedule 13G dated October 7,
     1997.

12   Based upon a Schedule 13G dated February 15, 1997.

13   Based upon a Schedule 13G dated February 11, 1997.

14   Based upon a Schedule 13G dated January 27, 1997.

15   Based upon a Schedule 13G dated January 24, 1997.

16   Includes  181,032 shares of Common Stock  acquirable  pursuant to
     the exercise of options and 65,000 shares of Common Stock awarded
     under the Restricted  Stock Plan (which are subject to approval of
     the  Restricted  Stock Plan by the  Company's shareholders).


Item 13.  Certain Relationships and Related Transactions

                  During  the  fiscal  year ended  June 30,  1997,  the  Company
incurred  approximately $602,000 of rental  expenses in connection with its main
headquarters  and  centralized  inventory  distribution  facility,   located  in
Hauppauge, New York, which was paid to Bemar Realty Company ("Bemar"), 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 on
January 1, 1996 and expires on December  31,  2003.  The current  rental rate is
lower than the rate paid under the prior lease.

         During  Fiscal  1996,  Joel H.  Girsky,  the  Chairman,  President  and
Treasurer of the Company, was indebted to the Company under demand loans bearing
interest  at  a  rate  of 9  3/4%  per  annum,  the  greatest  amount  of  which
indebtedness was $313,808 during such fiscal year. Such  indebtedness was repaid
in full on October 27, 1995.

         In September  1995, the Company's  Board of Directors  adopted a policy
prohibiting the Company from making any loan or advance of money or property to,
or guaranteeing the obligation of, any non-employee  director of the Company and
limiting the  Company's  ability to make such loans,  advances or  guarantees to
employee  directors  and executive  officers of the Company or its  subsidiaries
unless a majority of independent  disinterested outside directors determine that
such loan,  advance or  guarantee  may  reasonably  be  expected  to benefit the
Company. See also "Executive  Compensation -- Compensation  Committee Interlocks
and Insider Participation."


<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.

                                                      JACO ELECTRONICS, INC.

Date:    October 28, 1997                            By: /s/ Jeffrey D. Gash
                                                        -------------------
                                         Jeffrey D. Gash, Vice President-Finance