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, 2002


           [ ] 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)

        Company'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]


     The aggregate  market value of Common Stock held by  non-affiliates  of the
Company,  computed by reference to the closing  price on September  23, 2002 was
$15,496,307.


     Number of shares outstanding of each class of Common Stock, as of September
23, 2002: 5,807,432 shares (excluding 618,300 treasury shares).


                      DOCUMENTS INCORPORATED BY REFERENCE:

None.



<PAGE>




                                 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.
<TABLE>

Name                                 Age     Position
<S>                                   <C>
Joel H. Girsky..................      63     Chairman of the Board, President and Treasurer

Joseph F. Oliveri...............      53     Vice Chairman of the Board and Executive Vice
                                             President

Charles B. Girsky...............      68     Executive Vice President and Director

Jeffrey D. Gash.................      50     Executive Vice President, Finance and Secretary

Gary Giordano...................      45     Executive Vice President

Stephen A. Cohen................      65     Director

Edward M. Frankel...............      64     Director

Joseph F. Hickey, Jr............      44     Director
</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  Frequency  Electronics,
Inc. of Uniondale,  New York.  Messrs.  Joel H. Girsky and Charles B. Girsky are
brothers.

     Joseph F. Oliveri  became Vice  Chairman of the Board of  Directors  and an
Executive  Vice  President  in June  2000.  From  March 1983 to June 2000 he was
President  and Chief  Executive  Officer  of  Interface.  The  Company  acquired
Interface  in  June  2000.  Mr.  Oliveri  also  served  as  a  director  of  EMC
Corporation, a designer and manufacturer of hardware and software products and a
provider of services  for the  storage,  management,  protection  and sharing of
electronic information, from March 1993 to October 9, 2001.

     Charles B. Girsky was a founder,  Director,  and  President  of the Company
from 1961 through  January 1983. He became an executive  officer again in August
1985 and has been an Executive Vice President  since January 1988. He has been a
Director since 1986. Messrs. Charles B. Girsky and Joel H. Girsky are brothers.

     Jeffrey D. Gash became an  Executive  Vice  President in October  2000.  He
became Vice  President of Finance in January  1989,  and was  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.

                                       2
<PAGE>


     Gary Giordano  became  Executive Vice President in June 2000. From February
1992 to June 2000 he was a Vice President of Sales and Marketing.

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

     Edward M. Frankel  became a Director in May 1984.  Since  December 1999, he
has been Chairman of the Board of Vitaquest  International,  Inc., a 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. became a Director in May 1997. From February 1991 to
April 2001, he was employed by Tucker Anthony Sutro Capital Markets,  a national
investment  banking firm, which merged with Dain Rauscher Corp in March 2002. He
was a managing director in Tucker Anthony's investment banking department. He is
currently a Regional  Managing  Director at Hopewell  Ventures,  L.P., a venture
capital firm.

Compliance with Section 16(a) of Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 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 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 Fiscal 2002, the Company's executive
officers, directors, and ten percent shareholders complied with all applicable
Section 16(a) filing requirements.

Item 11.  Executive 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, 2002, 2001 and 2000, by
its Chief Executive Officer and each of the Company's other executive officers
whose total salary and bonus exceeded $100,000 during the fiscal year ended June
30, 2002 ("Fiscal 2002"):



                                       3
<PAGE>







<TABLE>



SUMMARY COMPENSATION TABLE


                                        Annual Compensation                                    Long Term Compensation
                           -----------------------------------------------    ------------------------------------------------------
                                                                                       Awards             Payouts
                                                                                       ------             -------

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

<S>                        <C>         <C>                                                                                      <C>
Joel H. Girsky             2002        346,900       --          --                --            --         --            151,633
Chairman of the Board      2001        325,000   720,000         --                --            50,000     --             59,083
President, and Treasurer   2000        325,000   648,100         --                --            60,000     --             66,709


Joseph F. Oliveri (6)      2002        277,500    60,700         --                --             --        --                414
Vice Chairman and          2001        300,000   175,500         --                --            15,000     --                207
Executive Vice President   2000         20,770    15,700         --                --            30,000     --                --


Charles B. Girsky          2002         231,300     --           --                --             --       --               2,344
 Executive Vice President  2001         225,000  360,000         --                --            25,000     --              2,286
                           2000         225,000  324,000         --                --            15,000     --              6,831


Jeffrey D. Gash             2002       148,000    10,800         --                --               --      --              2,964
Executive Vice              2001       152,500    50,800         --                --            15,000     --              1,124
President, Finance and      2000       136,000    60,800         --                --            15,000     --              4,953
Secretary

Gary Giordano(7)           2002         185,000      --           --                --              --       --              1,853
  Executive Vice President 2001         184,300   43,600          --                --           15,000      --              1,180
                           2000         158,000   40,000          --                --           15,000      --              1,971





</TABLE>


(1)  Effective October 1, 2001, each named executive officer  voluntarily agreed
     to  a  temporary  10%  salary  reduction.  See  description  of  employment
     agreements on pages 5 through 7.

(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.  These grants were subject to the approval of the Company's
     shareholders,  which  approval was received on December 9, 1997. The awards
     vested in  one-quarter  increments  annually.  Accordingly,  as of June 30,
     2002,  all of the  aforementioned  awards  were  vested.  The  value of the
     aggregate  restricted stock holdings of these  individuals at June 30, 2002
     was as follows:  $151,250  for Mr. Joel Girsky,  $151,250  for Mr.  Charles
     Girsky,  $60,500 for Mr.  Jeffrey  Gash and $30,250 for Mr. Gary  Giordano.
     These  figures  are  based  upon the fair  market  value  per  share of the
     Company's  Common Stock at June 30, 2002,  minus the purchase price of such
     awards.  The closing sale price for the  Company's  Common Stock as of June
     30, 2002 on the Nasdaq National Market was $4.70.

(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,  the taxable portion of split dollar life insurance policies and
     in the case of Mr. Joel  Girsky,  cash  surrender  value of life  insurance
     policies transferred,  and deferred compensation accrued in connection

                                       4
<PAGE>


     with his  employment  agreement  with  the  Company.  401(k)  matching
     contributions for Fiscal 2002 for the Named Executives were as follows: Mr.
     Joel Girsky - $1,168,  Mr. Oliveri - $0, Mr.  Charles Girsky - $1,125,  Mr.
     Gash - $2,131 and Mr.  Giordano - $1,673.  Premiums paid on group term life
     insurance  for Fiscal 2002 for the Named  Executives  were as follows:  Mr.
     Joel Girsky - $1,188,  Mr. Oliveri - $414, Mr. Charles Girsky - $1,219, Mr.
     Gash - $270 and Mr.  Giordano - $180.  The taxable  portion of split dollar
     life insurance policies for Mr. Joel Girsky was $8,060 and for Mr. Gash was
     $563 for Fiscal 2002. The cash surrender value of the policies  transferred
     to  Mr.  Joel  Girsky  in  Fiscal  2002  was  $91,217.   $50,000   deferred
     compensation  was  accrued  in  Fiscal  2002 in  connection  with Mr.  Joel
     Girsky's employment agreement with the Company.

(6)  Mr.  Oliveri  became an Executive  Vice President of the Company on June 6,
     2000.

(7)  Mr.  Giordano became an Executive Vice President of the Company on June 22,
     2000.

Employment Agreements

     The Company entered into a four-year employment agreement with 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. Joel 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 shall also receive 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,  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. 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,  Jaco will permit Mr.  Girsky and his spouse to the extent
eligible,  to participate in the health and medical benefit program  provided by
Jaco to senior executive officers.

         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


                                       5
<PAGE>


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.  In  addition,  he is
entitled  to receive a cash bonus  equal to two  percent  of  Interface's  gross
profit from certain  customers  for each twelve month period  beginning  June 1,
2000,  June 2, 2001 and June 1, 2002.  The  employment  agreement,  as  amended,
provides  that in the event of a change in  control on or after June 1, 2001 and
on or prior to May 30,  2003,  Mr.  Oliveri will receive 200% of his base salary
plus cash bonus earned during the twelve months prior to the change of control.


         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, 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 Internal Revenue Code of
1986. 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, Jaco will permit Mr. Girsky and his spouse
to the extent eligible, to participate in the health and medical benefit program
provided by Jaco 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 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. 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, Mr. Gash will receive 200%

                                       6
<PAGE>


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 Internal
Revenue  Code of  1986.  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. If Mr. Giordano's employment with the Company or a successor or
surviving corporation is terminated other than for cause (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 Internal Revenue Code of 1986. The
agreement also requires Mr. Giordano to refrain from disclosing proprietary or
confidential information obtained by him. The agreement does not obligate the
Company to retain the services of Mr. Giordano.

Option Grants

         There were no stock options granted during the fiscal year ended June
30, 2002.



                                       7
<PAGE>



<TABLE>

Option Exercises and Fiscal Year-End Option Values

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

                                Shares                           Number of Unexercised               Value of Unexercised
                               Acquired        Value          Option/SARs at FY-End (#)(1)       In-the-Money Option/SARs at
                             On Exercise       Realized                                                 FY-End($)(2)
                             ------------      ---------
          Name                  (#)(1)            ($)        Exercisable   Unexercisable         Exercisable Unexercisable
          ----                  ------            ---        -----------   -------------         ----------- -------------

<S>                             <C>             <C>                <C>                                 <C>
Joel H. Girsky                  23,098          24,800             410,000        --                   815,700        --

Joseph F. Oliveri                 --              --                45,000        --                       --         --

Charles B. Girsky               37,500          40,200              77,500        --                   142,100        --

Jeffrey D. Gash                   --              --                45,000        --                    76,600        --

Gary Giordano                     --              --                30,000        --                    33,000        --


</TABLE>

(1)  Adjusted to give effect to a 3-for-2  stock  split which was  effective  on
     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, 2002 on the Nasdaq
     National Market was $4.70.

Director Compensation

         Pursuant to the Company's 1993 Stock Option Plan for Outside Directors,
the then outside directors (directors who are not employees) were each granted
options on December 31, 1993 to purchase 22,000 shares of Common Stock. In
addition, the Outside Directors' Plan provided that each outside director shall
also be granted on each December 31 subsequent to December 31, 1993 stock
options to purchase 4,399 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. No option may be granted after January 1, 1998 under
the Outside Directors' Plan.

         On September 16, 1998, each of Messrs. Cohen and Frankel was granted
options to purchase 11,250 shares of Common Stock. The options became
exercisable one year from the date of grant and expire on September 15, 2003.
The per share exercise price of each option is equal to the closing price of the
Common Stock on the date of grant, or $2.75 per share.

     On September 15, 1999,  the Company  granted each of Mr.  Stephen A. Cohen,
Mr.  Edward M.  Frankel and Mr.  Joseph F.  Hickey,  Jr.,  five year  options to
purchase  11,250 shares of Common Stock at an exercise price of $2.50 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
date of the date of  grant  and  were  issued  pursuant  to the  Company's  1993
Non-Qualified Stock Option Plan.



                                       8
<PAGE>


     On December 12, 2000, the Company granted each of Mr. Stephen A. Cohen, Mr.
Edward M. Frankel and Mr.  Joseph F.  Hickey,  Jr., ten year options to purchase
5,000  shares of Common Stock at an exercise  price of $8.00 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 date of
the date of grant and were issued  pursuant to the  Company's  2000 Stock Option
Plan.

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

         The Company's employment agreements with Messrs. Joel Girsky, Charles
Girsky, Jeffrey Gash and Joseph Oliveri, and the change-in-control agreement
with Gary Giordano are described on pages 5 through 7 of this Form 10-K/A
Amendment No. 1.

Compensation Committee Interlocks and Insider Participation

     Joseph F. Hickey, Jr., a Director and member of the Compensation Committee,
was a managing  director of Tucker Anthony Sutro Capital  Markets  through April
2001,  which firm  rendered  services to the Company  from time to time.  Tucker
Anthony Sutro Capital Markets merged with Dain Raushcer Corp in March 2002.

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 11, 2002 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
executive officers, and (iv) all of the Company's directors and executive
officers, 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.



                                       9
<PAGE>


<TABLE>



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

<S>                                                  <C>       <C>                              <C>
Joel H. Girsky                                       1,128,640 (3)                              18.2%

Joseph F. Oliveri                                        45,000 (4)                              **

Charles B. Girsky                                       531,360 (5)                             9.0%

Stephen A. Cohen                                         34,683 (6)                              **

Edward M. Frankel                                        31,899 (7)                              **

Joseph F. Hickey, Jr.                                    37,149 (8)                              **

Jeffrey D. Gash                                          62,298 (9)                             1.1%

Gary Giordano                                            37,500 (10)                             **

Dimensional Fund Advisors                                472,672 (11)                            8.1%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401

Royce & Associates, LLC                                  660,150 (12)                            11.4%
7414 Avenue of the Americas
New York, NY  10019

All directors and executive officers                    1,908,529 (13)                           29.4%
as a group (8 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 5,807,432 shares of Common Stock outstanding,  before any
     consideration is given to outstanding options.

(3)  Includes (i) 360,000 shares of Common Stock acquirable  pursuant to options
     exercisable  within 60 days granted under the Company's 1993  Non-Qualified
     Stock Option Plan, (ii) 50,000 shares of Common Stock  acquirable  pursuant
     to options  exercisable  within 60 days 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.

                                       10
<PAGE>


(4)  Includes (i) 30,000 shares of Common Stock  acquirable  pursuant to options
     exercisable  within 60 days granted under the Company's 1993  Non-Qualified
     Stock  Option  Plan,  and (ii)  15,000  shares of Common  Stock  acquirable
     pursuant to options  exercisable within 60 days granted under the Company's
     2000 Stock Option Plan.

(5)  Includes  (i) 352,815  shares of Common  Stock  owned by the Girsky  Family
     Trust,  (ii) 52,500 shares of Common Stock  acquirable  pursuant to options
     exercisable  within 60 days granted under the Company's 1993  Non-Qualified
     Stock Option Plan, (iii) 25,000 shares of Common Stock acquirable  pursuant
     to options  exercisable  within 60 days granted  under the  Company's  2000
     Stock Option Plan, and (iv) 37,500 shares of Common Stock awarded under the
     Company's Restricted Stock Plan.

(6)  Includes  (i)  11,250  shares  of  Common  Stock  acquirable   pursuant  to
     non-qualified stock options exercisable within 60 days granted to Mr. Cohen
     by the Company,  (ii) 11,250 shares of Common Stock acquirable  pursuant to
     options  exercisable  within  60 days  granted  under  the  Company's  1993
     Non-Qualified  Stock  Option  Plan,  and (iii) 5,000 shares of Common Stock
     acquirable pursuant to options exercisable within 60 days granted under the
     Company's 2000 Stock Option Plan.

(7)  Includes (i) 4,399 shares of Common  Stock  acquirable  pursuant to options
     exercisable  within 60 days granted under the Company's Outside  Directors'
     Plan,   (ii)  11,250  shares  of  Common  Stock   acquirable   pursuant  to
     non-qualified  stock  options  exercisable  within 60 days  granted  to Mr.
     Frankel by the  Company,  (iii) 11,250  shares of Common  Stock  acquirable
     pursuant to options  exercisable within 60 days granted under the Company's
     1993 Non-Qualified Stock Option Plan, and (iv) 5,000 shares of Common Stock
     acquirable pursuant to options exercisable within 60 days granted under the
     Company's 2000 Stock Option Plan.

(8)  Includes (i) 4,399 shares of Common  Stock  acquirable  pursuant to options
     exercisable  within 60 days granted under the Company's Outside  Directors'
     Plan,  (ii) 11,250  shares of Common Stock  acquirable  pursuant to options
     exercisable  within 60 days granted under the Company's 1993  Non-Qualified
     Stock  Option  Plan,  and (iii)  5,000  shares of Common  Stock  acquirable
     pursuant to options exercisable within 60 days granted under the 2000 Stock
     Option Plan.

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

(10) Includes (i) 15,000 shares of Common Stock  acquirable  pursuant to options
     exercisable  within 60 days granted under the Company's 1993  Non-Qualified
     Stock Option Plan, (ii) 15,000 shares of Common Stock  acquirable  pursuant
     to options  exercisable  within 60 days granted  under the  Company's  2000
     Stock Option Plan, and (iii) 7,500 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, January 30, 2002, and information made available to the Company.

                                       11
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(12) The  information  is based upon a Schedule  13G dated  July 10,  2002,  and
     information made available to the Company.

(13) Includes  687,548  shares of Common  Stock  acquirable  pursuant to options
     exercisable  within 60 days and 97,500 shares of Common Stock awarded under
     the Company's Restricted Stock Plan.

Item 13.  Certain Relationships and Related Transactions.

         During Fiscal 2002, the Company paid approximately $659,000 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 on January 1, 1996 and expires on December 31, 2003. The
Company believes the current rental rate is at its fair market value.

         Joseph F. Oliveri, the Company's Vice Chairman of the Board and an
Executive Vice President, has served as a director of EMC Corporation, a public
company, from March 1993 to October 9, 2001. Mr. Oliveri was also the President
and Chief Executive Officer of Interface from March 1983 until June 2000, when
it was acquired by the Company. Interface sells components to contract
manufacturers which incorporate such components into products sold to EMC. Mr.
Oliveri was a 40% stockholder of Interface, and therefore, upon the acquisition
of Interface, Mr. Oliveri received his proportionate share of both the
$15,400,000 purchase price paid by the Company at the closing, and the deferred
payments made subsequent to the closing in the aggregate amount of $5,002,860.

     Joseph F. Hickey,  Jr., a Director,  was also a managing director of Tucker
Anthony Sutro Capital Markets through April 2001,  which firm rendered  services
to the Company from time to time.  Tucker  Anthony Sutro Capital  Markets merged
with Dain Raushcer Corp in March 2002.



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                                   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.


                            By: /s/ Jeffrey D. Gash
                            -------------------------------------------------
                             Jeffrey D. Gash, Executive Vice President,
                             Finance and Secretary










Date:  October 28, 2002