UNITED STATES
 SECURITIES AND
EXCHANGE COMMISSION
 Washington
D.C.  20549
 FORM
10-Q/A
 (Amendment No.
1)
 
 {X}           QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934
 
 For the
quarterly period ended September 30, 2008
 
 OR
 
 {   }         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 YORK11788
 (Address of
principal executive
offices)                   (Zip
Code)
 
 
 Registrant's
telephone number, including area code:   (631)
273-5500
 
 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.
 
 YesX                      No __
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-
 accelerated
filer or a small reporting company.  See definition of “large
accelerated filer”, “accelerated
 filer”
and “small reporting company” in Rule 12b-2 of the Exchange Act.
 
  Large
accelerated filer  ̈          Accelerated
filer  ̈    Non-accelerated
filer o    Smaller
reporting company ý
 (Do
not check if a smaller reporting company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes
__   NoX
 
 
 DOCUMENTS
INCORPORATED BY REFERENCE.
  None
  
 
 
 EXPLANATORY
NOTE
 
 We are
filing this Amendment (this “Amendment”) to our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2008 (the “2008 Form 10-Q”) as filed with
the Securities and Exchange Commission, or the SEC, on November 18, 2008, to
amend the certifications of the Chief Executive Officer and the Principal
Financial and Accounting Officer originally filed as Exhibits 31.1 and
31.2, which inadvertently included an incorrect version of paragraph 4 of the
certification.  This Form 10-Q is solely limited to correcting the
certifications. Since this Amendment does not reflect events occurring
after the filing of the 2008 Form 10-Q or modify or update those disclosures
affected by subsequent events, all information other than the language of the
certifications is unchanged.
 
 
 PART
II – OTHER INFORMATION
 
 Item
6.              Exhibits
 
 Exhibit
31.1 -      Rule 13a-14 (a) / 15d-14 (a)
Certification of Principal Executive Officer
 Exhibit
31.2 -      Rule 13a-14 (a) / 15d-14 (a)
Certification of Principal Financial Officer.
 
 
 S
I G N A T U R E
 
 
 
 
 Pursuant to the requirements 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.
 
 February
24, 2009
 JACO ELECTRONICS, INC.
 (Registrant)
 
 
 BY:  /s/ Jeffrey D. Gash
 Jeffrey D. Gash,
 Executive Vice President,
 Finance and
Secretary
 (Principal
Financial Officer)