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, 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>

<TABLE>


                                                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

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

Name                                                Age                   Position
<S>                                                 <C>
Joel H. Girsky................................      64                    Chairman of the Board, President and Treasurer

Joseph F. Oliveri.............................      54                    Vice Chairman of the Board and Executive Vice
                                                                          President

Charles B. Girsky.............................      69                    Executive Vice President and Director

Jeffrey D. Gash...............................      51                    Executive Vice President and Secretary

Gary Giordano.................................      46                    Executive Vice President

Stephen A. Cohen..............................      66                    Director

Edward M. Frankel.............................      65                    Director

Joseph F. Hickey, Jr..........................      45                    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   Electronics   Corp.
("Interface"). The Company acquired Interface in June 2000.

     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.

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


<PAGE>

                  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 outside 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. 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. He was a managing director in Tucker Anthony's investment banking
department.

Section 16(a) Beneficial Ownership Reporting Compliance

                  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 2003, 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, 2003, 2002 and
2001, by its Chief Executive Officer and each of the Company's other four most
highly compensated executive officers whose total annual salary and bonus
exceeded $100,000 during the fiscal year ended June 30, 2003 ("Fiscal 2003"):



<PAGE>
<TABLE>


SUMMARY COMPENSATION TABLE


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

                                                        Other Annual     Restricted                              All Other
 Name and                                               Compensation       Stock        Options/       LTIP     Compensation
                                                                   -                                           ------------
Principal Position        Year   Salary($)(1) Bonus($)     ($)(2)      Awards($)(3)(4) SARs(#)(4)   Payouts($)      ($)(5)
------------------        ----   ----------- --------     ------      --------------- ----------   ----------      ------
<S>                       <C>       <C>                                                 <C>                          <C>
Joel H. Girsky            2003      337,500     --          --              --          25,000         --            60,496
Chairman of the Board     2002      346,900     --          --              --            --           --           151,633
President, and Treasurer  2001      325,000  720,000        --              --          50,000         --            59,083


Joseph F. Oliveri         2003      270,000   123,200       --              --          25,000         --               414
Vice Chairman and         2002      277,500    60,700       --              --            --           --               414
Executive Vice President  2001      300,000   175,500       --              --          15,000         --               207


Charles B. Girsky         2003      225,000     --          --              --          25,000         --             2,344
Executive Vice President  2002      231,300     --          --              --            --           --             2,344
                          2001      225,000   360,000       --              --          25,000         --             2,286

Jeffrey D. Gash           2003     144,000     2,700       --              --           25,000         --             2,473
Executive Vice            2002     148,000    10,800       --              --             --           --             2,964
President, Finance and    2001     152,500    50,800       --              --           15,000         --             1,124
Secretary

Gary Giordano             2003      180,000     --          --              --          25,000         --             1,095
Executive Vice President  2002      185,000     --          --              --            --           --             1,853
                          2001      184,300    43,600       --              --          15,000         --             1,180
</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, 2003, all of the aforementioned
          awards  were  vested.  The  value of the  aggregate  restricted  stock
          holdings  of  these  individuals  at June  30,  2003  was as  follows:
          $155,375 for Mr. Joel Girsky, $155,375 for Mr. Charles Girsky, $62,150
          for Mr. Jeffrey Gash and $31,075 for Mr. Gary Giordano.  These figures
          are based upon the fair market value per share of the Company's Common
          Stock at June 30, 2003,  minus the purchase price of such awards.  The
          closing sale price for the Company's  Common Stock as of June 30, 2003
          on the Nasdaq National Market was $4.81.
<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,  the taxable  portion of split dollar life  insurance
          policies  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 2003 for the Named Executives
          were as  follows:  Mr.  Joel  Girsky - $1,248,  Mr.  Oliveri - $0, Mr.
          Charles  Girsky - $1,125,  Mr. Gash - $1,496 and Mr.  Giordano - $825.
          Premiums  paid on group term life  insurance  for Fiscal  2003 for the
          Named  Executives  were as  follows:  Mr.  Joel  Girsky - $1,188,  Mr.
          Oliveri - $414, Mr.  Charles Girsky - $1,219,  Mr. Gash - $414 and Mr.
          Giordano - $270.  The taxable  portion of split dollar life  insurance
          policies  for Mr. Joel Girsky was $8,060 and for Mr. Gash was $563 for
          Fiscal 2003. $50,000 deferred  compensation was accrued in Fiscal 2003
          in connection  with Mr. Joel Girsky's  employment  agreement  with the
          Company.

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 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, 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 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.


<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. 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 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, 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 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

<PAGE>

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% 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.



<PAGE>


Option Grants

Option Exercises and Fiscal Year-End Option Values

                  The following tables set forth information concerning the
grant of stock options during Fiscal 2003 to each of the persons described in
the Summary Compensation Table and the number and value of unexercised options
held by them at the fiscal year-end.
<TABLE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                Individual Grants
------------------------ ------------------- ------------------- ------------------ ------------------ -----------------------
                         Number of            Percent of Total                                          Potential Realizable
                         Securities             Options/SARs                                              Value At Assumed
                         Underlying              Granted to                                            Annual Rates of Stock
                         Options/SARs           Employees in     Exercise or Base                        Price Appreciation
         Name            Granted (#)            Fiscal Year        Price ($/Sh)      Expiration Date    for Option Term (1)
         ----            -----------            -----------        ------------      ---------------        ---------------
                                                                                                          5%($)       10%($)
                                                                                                          -----       ------

<S>                      <C>                         <C>               <C>                  <C>  <C>      <C>         <C>
Joel H. Girsky           25,000(2)                   9%                2.35         October 31,  2012     36,900      93,600

Joseph F. Oliveri        25,000(2)                   9%                2.35         October 31,  2012     36,900      93,600

Charles B. Girsky        25,000(2)                   9%                2.35         October 31,  2012     36,900      93,600

Jeffrey D. Gash          25,000(2)                   9%                2.35         October 31,  2012     36,900      93,600

Gary Giordano            25,000(2)                   9%                2.35         October 31,  2012     36,900      93,600

</TABLE>

     (1)    The potential realizable value assumes that the stock price
            increases from the date of grant until the end of the option term
            (10 years) at the annual rate of five percent and ten percent. 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.

     (2)    The options in the table were granted on November 1, 2002 under the
            Company's 2000 Stock Option Plan and have exercise prices equal to
            the fair market value of the Company's Common Stock on the date of
            grant. The options become exercisable one year from the date of
            grant.




<PAGE>
<TABLE>


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

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

<S>                                                                <C>          <C>                    <C>          <C>
Joel H. Girsky                    --              --               410,000      25,000                 855,300      61,500

Joseph F. Oliveri                 --              --                45,000      25,000                    --        61,500

Charles B. Girsky                 --              --                77,500      25,000                 147,800      61,500

Jeffrey D. Gash                   --              --                45,000      25,000                  79,900      61,500

Gary Giordano                     --              --                30,000      25,000                  34,700      61,500

</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, 2003 on the Nasdaq
     National Market was $4.81.

Director Compensation

     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.

     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.

     On November 1, 2002, the Company granted each of Mr. Stephen A. Cohen,  Mr.
Edward M. Frankel and Mr.  Joseph F.  Hickey,  Jr., ten year options to purchase
25,000 shares of Common Stock at an exercise  price of $2.35 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.


<PAGE>

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.

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 RBC Dain Rauscher 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 27, 2003 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 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.


<PAGE>


<TABLE>





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

<S>                                                    <C>        <C>                        <C>
Joel H. Girsky                                         1,126,640  (3)                        18.1%

Joseph F. Oliveri                                         70,000  (4)                         1.2%

Charles B. Girsky                                        553,360  (5)                         9.2%

Stephen A. Cohen                                          59,683  (6)                         1.0%

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

Joseph F. Hickey, Jr.                                     57,750  (8)                         1.0%

Jeffrey D. Gash                                           87,298  (9)                         1.5%

Gary Giordano                                             62,500  (10)                        1.0%

Dimensional Fund Advisors                                456,022  (11)                        7.7%
1299 Ocean Avenue
11th Floor
Santa Monica, CA  90401

Royce & Associates, LLC                                  757,150  (12)                       12.8%
1414 Avenue of the Americas
New York, NY  10019

All directors and executive officers as a              2,058,481  (13)                       31.0%
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 5,927,082 shares of Common Stock outstanding,  before any
     consideration is given to outstanding options.


(3)       Includes (i) 210,000 shares of Common Stock acquirable pursuant to
          options exercisable within 60 days granted under the Company's 1993
          Non-Qualified Stock Option Plan, (ii) 75,000 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.

<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) 40,000 shares of Common
          Stock acquirable pursuant to options exercisable within 60 days
          granted under the Company's 2000 Stock Option Plan.


(5)       Includes (i) 347,815 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) 50,000 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) 7,183 shares of Common Stock owned directly by Mr. Cohen,
          (ii) 11,250 shares of Common Stock acquirable pursuant to options
          exercisable within 60 days granted under the Company's 1993
          Non-Qualified Stock Option Plan, (iii) 30,000 shares of Common Stock
          acquirable pursuant to options exercisable within 60 days granted
          under the Company's 2000 Stock Option Plan, and (iv) 11,250 shares of
          Common Stock held as nominee for the law firm of Morrison Cohen Singer
          & Weinstein, LLP, in which Mr. Cohen is a partner. Mr. Cohen disclaims
          beneficial ownership of the 11,250 shares except to the extent of his
          pecuniary interest therein by virtue of his partnership interest in
          Morrison Cohen Singer & Weinstein, LLP.


(7)       Includes (i) 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 (ii) 30,000 shares of Common
          Stock acquirable pursuant to options exercisable within 60 days
          granted under the Company's 2000 Stock Option Plan.


(8)       Includes (i) 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 (ii) 30,000 shares of Common
          Stock acquirable pursuant to options exercisable within 60 days
          granted under the Company's 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) 40,000 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.
<PAGE>


(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) 40,000 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, February 12, 2003, and information
          made available to the Company.


(12) The  information  is based upon an amendment to Schedule 13G dated February
     2, 2003, and information made available to the Company.


(13) Includes  706,250  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.

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, 2003:
<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
(stock options) approved by
<S>                                         <C>                         <C>                           <C>
stockholders                                1,094,750                   $3.96                         82,750

Equity compensation plans not
approved by stockholders                       22,500                   $2.75                          -0-
                                   -------------------------    ----------------------    -------------------------------

Total                                       1,117,250                   $3.94                         82,750
                                   =========================    ======================    ===============================

</TABLE>


                  In September 1998, two outside directors were each granted
11,250 options to purchase the Company's Common Stock at the fair market value
on the date of grant. These 22,500 options, which were outstanding at June 30,
2003, were not granted pursuant to any of the Company's existing stock option
plans.



<PAGE>


Item 13.  Certain Relationships and Related Transactions.

         During Fiscal 2003, the Company paid approximately 692,300 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, served as a director of EMC Corporation ("EMC"), 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 RBC Dain Rauscher Corp. in March 2002.

<PAGE>

                            PART IV

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


                  The Registrant is also amending the Exhibit Index in Item 15
to include the certifications required pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, as Exhibits 31.1 and 31.2.

(a)(3). Exhibits Required by Item 601 of Regulation S-K

31.1 Certification  of President and  Principal  Executive  Officer  pursuant to
     Section 302 of the  Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial  Officer  pursuant  to Section 302 of the
     Sarbanes-Oxley  Act of 2002.





<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, 2003
                                                     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)