SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 2

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

For the fiscal year ended.........................................June 30, 2003


[   ]        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 of          (I.R.S. Employer Identification No.)
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, 2002 was $12,592,390. The registrant has no non-voting common
equity.


         Number of shares outstanding of each class of Common Stock, as of
September 22, 2003: 5,927,082 shares (excluding 659,900 treasury shares).


                      DOCUMENTS INCORPORATED BY REFERENCE:

None.

<PAGE>




                                EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K/A to our Annual Report on Form 10-K for the
year ended June 30, 2003, filed on September 29, 2003, as amended by our
Amendment No.1 on Form 10-K/A thereto, filed on October 28, 2003 (the "Form
10-K"), is being filed to amend and restate only the following item of the Form
10-K: Part II, Item 9A. Controls and Procedures. Other than this item, none of
the information contained in the Form 10-K has been revised or amended.





Item 9A.  Controls and Procedures


         An evaluation was performed, under the supervision and with the
participation of the Company's management, including the Company's Principal
Executive Officer and Principal Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934) as of June 30, 2003. Based upon that evaluation, the Company's management,
including its Principal Executive Officer and Principal Financial Officer, has
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed in the reports that the Company
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. There have been no changes
in the Company's internal control over financial reporting or in other factors
identified in connection with this evaluation that occurred during the fiscal
year ended June 30, 2003 that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.






<PAGE>


                                   SIGNATURES


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

Date:  March 31, 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)