S-8

      As filed with the Securities and Exchange Commission on June 24, 2002

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form S-8

                             Registration Statement
                                    Under The
                             Securities Act of 1933

                          Cobra Electronics Corporation
             (Exact name of Registrant as Specified in Its Charter)


               Delaware                                      36-2479991
     (State or Other Jurisdiction                         (I.R.S. Employer
   of Incorporation or Organization)                   Identification Number)

        6500 West Cortland Street                               60707
            Chicago, Illinois                                 (Zip Code)
(Address of Principle Executive Offices)

     Cobra Electronics Corporation 2002 Outside Directors Stock Option Plan
                            (Full Title of the Plan)

                                  Michael Smith
                Senior Vice President and Chief Financial Officer
                          Cobra Electronics Corporation
                            6500 West Cortland Street
                             Chicago, Illinois 60707
                                 (773) 889-8870
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                         Calculation of Registration Fee



=======================================================================================================================
  Title of Each Class of      Amount to be        Proposed Maximum         Proposed Maximum     Amount of Registration
     Securities to be          Registered      Offering Price Per Unit    Aggregate Offering             Fee
        Registered                                                             Price
- -----------------------------------------------------------------------------------------------------------------------
                                                                                            
    Common Stock, $.33      25,000 shares (1)         $7.90 (2)              $197,500 (2)               $19.00
      1/3 par value
=======================================================================================================================


(1) This registration statement also covers an additional and indeterminate
number of shares as may become issuable because of provisions of the Plan
relating to adjustments for changes resulting from stock dividends, stock splits
and similar changes.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average
of the high and low prices of the Common Stock of the Registrant on The Nasdaq
Stock Market on June 19, 2002.



                                     Part II
                           Information Required in the
                             Registration Statement

Item 3. Incorporation of Certain Documents by Reference

     The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Cobra Electronics Corporation (the "Company")
are incorporated herein by reference:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

     (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2002 filed under the Exchange Act; and

     (c) The description of the Common Stock, par value $.33 1/3, of the Company
(the "Common Stock") which is contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any person who was or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation) by reason of the fact that such person
is or was a director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,

                                      II-1



trust or other enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonable incurred by such person in connection with such action, suit or
proceeding, provided that such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. A Delaware
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the person is adjudged
to be liable to the corporation. Where a present or former director or officer
of the corporation is successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to above, or in defense of any claim,
issue or matter therein, the corporation must indemnify such person against
expenses (including attorneys' fees) actually and reasonably incurred.

     In accordance with Section 102(b)(7) of the DGCL, the Company's Certificate
of Incorporation, as amended, provides that a director shall not be personally
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for certain transactions under Section 174 of the DGCL
(unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any actions involving gross negligence.

     The Certificate of Incorporation, as amended, and the By-laws of the
Company provide for indemnification of the Company's directors, officers,
employees and agents to the fullest extent permitted by applicable law.

     Pursuant to Section 145 of the DGCL and the Certificate of Incorporation,
as amended, and the By-laws of the Company, the Company maintains directors' and
officers' liability insurance coverage.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

Exhibit
Number     Description of Exhibit

4.1        Certificate of Incorporation of the Company, as amended, incorporated
           by reference from the Company's Quarterly Report on Form 10-Q for the
           quarterly period ended September 30, 1998 ((File No. 0-511), Exhibit
           10-37).

4.2        By-laws of the Company, incorporated by reference from the Company's
           Quarterly Report on Form 10-Q for the quarterly period ended
           September 30, 1998 ((File No. 0-511), Exhibit 10-36).

*4.3       Cobra Electronics 2002 Outside Directors Stock Option Plan.

                                      II-2



4.4       Rights Agreement dated as of October 24, 2001 between Cobra and
          American Stock Transfer & Trust Company, as Rights Agent, incorporated
          by reference from the Company's Form 8-K dated October 25, 2001 ((File
          No. 0-511), Exhibit 4).

*5        Opinion of Sidley Austin Brown & Wood as to the legality of the
          securities being registered.

*23.1     Consent of Sidley Austin Brown & Wood (included in its opinion filed
          as Exhibit 5).

*23.2     Consent of Deloitte & Touche LLP.

*24       Powers of Attorney (included on signature page).

_________________

*        Filed herewith.

Item 9.  Undertakings

     (a)   The undersigned Registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

     (ii)  To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

     (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

     (2)   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered

                                      II-3



therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4



                                   Signatures

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on this 24th day of
June, 2002.

                                   Cobra Electronics Corporation

                                   By:  /s/ Michael Smith
                                       -----------------------------------------
                                          Michael Smith
                                          Senior Vice President and
                                          Chief Financial Officer

                        Power of Attorney and Signatures

     We, the undersigned officers and directors of Cobra Electronics Corporation
hereby severally constitute and appoint James R. Bazet and Michael Smith, and
each of them singly, our true and lawful attorneys, with full power to them and
each of them singly, to sign for us in our names and in the capacities indicated
below, all pre-effective and post-effective amendments to this registration
statement, and generally to do all things in our names and on our behalf in such
capacities to enable the Company to comply with the provisions of the Securities
Act of 1933, and all requirements of the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 24th day of June, 2002.

Names                            Capacity
- -----                            --------

/s/ James R. Bazet               Director, President and Chief Executive Officer
- -----------------------------
James R. Bazet

/s/ Carl Korn                    Chairman of the Board of Directors
- -----------------------------
Carl Korn

/s/ William P. Carmichael        Director
- -----------------------------
William P. Carmichael

/s/ James W. Chamberlain         Director
- -----------------------------
James W. Chamberlain

/s/ Henry G. Chiarelli           Director
- -----------------------------
Henry G. Chiarelli

/s/ Ian R. Miller                Director
- -----------------------------
Ian R. Miller

  /s/  Harold D. Schwartz        Director
- -----------------------------
Harold D. Schwartz

                                      II-5




/s/ Gerald M. Laures           Vice President - Finance and Corporate Secretary
- -----------------------------  (Principal Accounting Officer)
Gerald M. Laures

/s/ Michael Smith              Senior Vice President and Chief Financial Officer
- -----------------------------  (Principal Financial Officer)
Michael Smith

                                      II-6



             Index to Exhibits to Registration Statement on Form S-8

Exhibit
Number     Description of Exhibit

4.1        Certificate of Incorporation of the Company, as amended, incorporated
           by reference from the Company's Quarterly Report on Form 10-Q for the
           quarterly period ended September 30, 1998 ((File No. 0-511), Exhibit
           10-37).

4.2        By-laws of the Company, incorporated by reference from the Company's
           Quarterly Report on Form 10-Q for the quarterly period ended
           September 30, 1998 ((File No. 0- 511), Exhibit 10-36).

*4.3       Cobra Electronics 2002 Outside Directors Stock Option Plan.

4.4        Rights Agreement dated as of October 24, 2001 between Cobra and
           American Stock Transfer & Trust Company, as Rights Agent,
           incorporated by reference from the Company's Form 8-K dated October
           25, 2001 ((File No. 0-511), Exhibit 4).

*5         Opinion of Sidley Austin Brown & Wood as to the legality of the
           securities being registered.

*23.1      Consent of Sidley Austin Brown & Wood (included in its opinion filed
           as Exhibit 5).

*23.2      Consent of Deloitte & Touche LLP.

*24        Powers of Attorney (included on signature page).

_____________________

*        Filed herewith.

                                      II-7

EX-4.3

                                                                     Exhibit 4.3

                          Cobra Electronics Corporation
                    2002 Outside Directors Stock Option Plan

                                 I. INTRODUCTION

     1.1 Purposes. The purposes of the 2002 Outside Directors Stock Option Plan
(the "Plan") of Cobra Electronics Corporation (the "Company") are to align the
interests of the Company's stockholders and the recipients of options under the
Plan by increasing the proprietary interest of such recipients in the Company's
growth and success and to advance the interests of the Company by attracting and
retaining well-qualified persons who are not officers or employees ("Outside
Directors") for service as directors of the Company.

     1.2 Administration. This Plan shall be administered by a committee (the
"Committee") designated by the Board of Directors of the Company (the "Board")
consisting of at least two members of the Board, each of whom may be a
"Non-Employee Director" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and an "outside director"
within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code").

     The Committee shall, subject to the terms of this Plan, select eligible
persons for participation in this Plan and determine the number of shares of
common stock, $.33 1/3 par value, of the Company ("Common Stock") subject to
each option granted hereunder, the exercise price of such option, the time and
conditions of exercise of such option and all other terms and conditions of such
option, including, without limitation, the form of the option agreement. The
Committee shall, subject to the terms of this Plan, interpret this Plan and the
application thereof, establish rules and regulations it deems necessary or
desirable for the administration of this Plan and may impose, incidental to the
grant of an option, conditions with respect to the grant, such as limiting
competitive employment or other activities. All such interpretations, rules,
regulations and conditions shall be conclusive and binding on all parties. Each
option hereunder shall be evidenced by a written agreement (an "Agreement")
between the Company and the optionee setting forth the terms and conditions
applicable to such option.

     A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in
writing by all of the members of the Committee without a meeting.

     1.3 Eligibility. Participants in this Plan shall consist of such Outside
Directors as the Committee in its sole discretion may select from time to time.
The Committee's selection of a person to participate in this Plan at any time
shall not require the Committee to select such person to participate in this
Plan at any other time.

     1.4 Shares Available. Subject to adjustment as provided in Section 3.6,
25,000 shares of Common Stock shall be available for grants of options under
this Plan. To the extent that shares of Common Stock subject to an outstanding
option are not issued or delivered by reason of the expiration, termination,
cancellation or forfeiture of such option or by reason of the delivery of shares
of Common Stock to pay all or a portion of the



exercise price of such option, then such shares of Common Stock shall again be
available under this Plan.

     Shares of Common Stock to be delivered under this Plan shall be made
available from authorized and unissued shares of Common Stock, or authorized and
issued shares of Common Stock reacquired and held as treasury shares or
otherwise, or a combination thereof.

                                II. STOCK OPTIONS

     2.1 Grants Of Stock Options. The Committee may, in its discretion, grant
options to purchase shares of Common Stock to such eligible persons as may be
selected by the Committee. Each option shall be a non-qualified stock option,
i.e., shall not be a stock option that is intended to constitute an incentive
stock option within the meaning of Section 422 of the Code.

     2.2 Terms Of Stock Options. Options shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable:

     (a) Number of Shares and Purchase Price. The number of shares of Common
Stock subject to an option and the purchase price per share of Common Stock
purchasable upon exercise of the option shall be determined by the Committee;
provided, however, that the purchase price per share of Common Stock purchasable
upon exercise of any stock option shall not be less than 100% of the Fair Market
Value of a share of Common Stock on the date of grant of such option or, if
earlier, on the date on which the Company agreed to grant such option. "Fair
Market Value" shall mean the closing price of a share of Common Stock on The
Nasdaq Stock Market on the date as of which such value is being determined or,
if there shall be no closing price on such date, on the next preceding date for
which a closing price was reported; provided, however, that if Fair Market Value
for any date cannot be determined as above provided, Fair Market Value shall be
determined by the Committee by whatever means or method as the Committee, in the
good faith exercise of its discretion, shall at such time deem appropriate.

                                       2



     (b) Option Period and Exercisability. The period during which an option may
be exercised shall be determined by the Committee. The Committee may, in its
discretion, establish performance measures which shall be satisfied or met as a
condition to the grant of an option or to the exercisability of all or a portion
of an option. The Committee shall determine whether an option shall become
exercisable in cumulative or non-cumulative installments and in part or in full
at any time. An exercisable option, or portion thereof, may be exercised only
with respect to whole shares of Common Stock.

     (c) Method of Exercise. An option may be exercised (i) by giving written
notice to the Company specifying the number of whole shares of Common Stock to
be purchased and accompanied by payment therefor in full (or arrangement made
for such payment to the Company's satisfaction) either (A) in cash, (B) by
delivery of previously owned whole shares of Common Stock (which the optionee
has held for at least six months prior to the delivery of such shares and for
which the optionee has good title, free and clear of all liens and encumbrances)
having a Fair Market Value, determined as of the date of exercise, equal to the
aggregate purchase price payable by reason of such exercise, (C) in cash by a
broker-dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise or (D) a combination of (A) and (B), in each case
to the extent set forth in the Agreement relating to the option and (ii) by
executing such documents as the Company may reasonably request. The Committee
shall have sole discretion to disapprove of an election pursuant to any of
clauses (B)-(D). Any fraction of a share of Common Stock which would be required
to pay such purchase price shall be disregarded and the remaining amount due
shall be paid in cash by the optionee. No certificate representing Common Stock
shall be delivered until the full purchase price therefor has been paid.

     2.3 Termination Of Employment.

     (a) Death. Unless otherwise specified in the Agreement relating to an
option, if an optionee's service as a director of the Company terminates by
reason of death, each option held by such optionee shall be exercisable only to
the extent that such option is exercisable on the date of such optionee's death
and may thereafter be exercised by such optionee's executor, administrator,
legal representative, beneficiary or similar person, as the case may be, until
and including the earliest to occur of (i) the date which is one year (or such
other period as set forth in the Agreement relating to such option) after the
date of death and (ii) the expiration date of the term of such option.

     (b) Other Termination. Unless otherwise specified in the Agreement relating
to an option, if an optionee's service as a director of the Company terminates
for any reason other than death, each option held by such optionee shall be
exercisable only to the extent that such option is exercisable on the effective
date of such optionee's termination of service and may thereafter be exercised
by such optionee (or such optionee's legal representative or similar person)
until and including the earliest to occur of (i) the date which is three months
(or such other period as set forth in the Agreement relating to such option)
after the effective date of such optionee's termination of service and (ii) the
expiration date of the term of such option.

                                       3



     (c) Death Following Termination of Service. Unless otherwise specified in
the Agreement relating to an option, if an optionee dies during the three-month
period (or such other period as set forth in the Agreement relating to such
option) following termination of service as a director of the Company for any
other reason other than death, each option held by such optionee shall be
exercisable only to the extent that such option is exercisable on the date of
such optionee's death and may thereafter be exercised by such optionee's
executor, administrator, legal representative, beneficiary or similar person, as
the case may be, until and including the earliest to occur of (i) the date which
is three months (or such other period as set forth in the Agreement relating to
such option) after the date of death and (ii) the expiration date of the term of
such option.

                                  III. GENERAL

     3.1 Effective Date and Term of Plan. This Plan shall become effective as of
the date of approval by the Board. This Plan shall terminate ten years after its
effective date unless terminated earlier by the Board. Termination of this Plan
shall not affect the terms or conditions of any option granted prior to
termination.

                                       4



         Options may be granted hereunder at any time prior to the termination
of this Plan, provided that no option may be granted later than ten years after
the effective date of this Plan.

         3.2 Amendments The Board may amend this Plan as it shall deem
advisable, subject to any requirement of stockholder approval required by
applicable law, rule or regulation. No amendment may impair the rights of a
holder of an outstanding option without the consent of such holder.

         3.3 Agreement. No option shall be valid until an Agreement is executed
by the Company and the optionee and, upon execution by the Company and the
optionee and delivery of the Agreement to the Company, such option shall be
effective as of the effective date set forth in the Agreement.

         3.4 Non-Transferability. No option shall be transferable other than (i)
by will or the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company or (ii) as set forth in the
Agreement relating to an option. Each option may be exercised during the
optionee's lifetime only by the optionee or the optionee's legal representative
or similar person. Except as permitted by the second preceding sentence, no
option shall be sold, transferred, assigned, pledged, hypothecated, encumbered
or otherwise disposed of (whether by operation of law or otherwise) or be
subject to execution, attachment or similar process. Upon any attempt to so
sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of
any option, such option and all rights thereunder shall immediately become null
and void.

                                       5



         3.5  Restrictions on Shares. Each option hereunder shall be subject to
the requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such
option upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the delivery of shares
thereunder, such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company may require that certificates evidencing shares of Common Stock
delivered pursuant to any option bear a legend indicating that the sale,
transfer or other disposition thereof by the holder is prohibited except in
compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

         3.6  Adjustment. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend, the number and class of securities available under this Plan, the
number and class of securities subject to each outstanding option and the
purchase price per security shall be appropriately adjusted by the Committee,
such adjustments to be made in the case of outstanding options without an
increase in the aggregate purchase price. The decision of the Committee
regarding any such adjustment shall be final, binding and conclusive. If any
adjustment would result in a fractional security being (i) available under this
Plan, such fractional security shall be disregarded, or (ii) subject to an
option under this Plan, the Company shall pay the optionee, in connection with
the first exercise of the option in whole or in part, occurring after such
adjustment, an amount in cash determined by multiplying (A) the fraction of such
security (rounded to the nearest hundredth) by (B) the excess, if any, of (x)
the Fair Market Value on the exercise date over (y) the exercise price of the
option.

         3.7  No Right of Participation or Continuation of Service as a
Director. No person shall have any right to participate in this Plan. Neither
this Plan nor any option granted hereunder shall confer upon any person any
right to continued service as a director of the Company.

         3.8  Rights as Stockholder. No person shall have any right as a
stockholder of the Company with respect to any shares of Common Stock which are
subject to an option hereunder until such person becomes a stockholder of record
with respect to such shares of Common Stock.

         3.9  Governing Law. This Plan, each option hereunder and the related
Agreement, and all determinations made and actions taken pursuant thereto, to
the extent not otherwise governed by the Code or the laws of the United States,
shall be governed by the laws of the State of Delaware and construed in
accordance therewith without giving effect to principles of conflicts of laws.

         Adopted by the Board of Directors on May 14, 2002.

                                       6

EX-5

                                                                       Exhibit 5

                   [Letterhead of Sidley Austin Brown & Wood]

                                  June 24, 2002

Cobra Electronics Corporation
6500 West Cortland Street
Chicago, Illinois 60707

         Re:  Cobra Electronics Corporation
              Registration on Form S-8

Ladies and Gentlemen:

         We have acted as counsel for Cobra Electronics Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the registration of 25,000 shares of common
stock, par value $.33 1/3 per share, of the Company ("Common Stock") to be
offered to participants in the Company's 2002 Outside Directors Stock Option
Plan (the "Plan").

         We are familiar with the Certificate of Incorporation, as amended, and
the By-laws of the Company and all amendments thereto and resolutions of the
Board of Directors of the Company relating to the Plan and the Registration
Statement.

         In this connection, we have examined such records, documents and
questions of law, and have satisfied ourselves as to such matters of fact, as we
have considered relevant and necessary as a basis for the opinions set forth
herein. We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all natural
persons and the conformity with the original documents of any copies thereof
submitted to us for our examination.

         Based upon the foregoing, we are of the opinion that:

         1.   The Company is duly incorporated and validly existing under the
laws of the State of Delaware.

         2.   Each share of Common Stock which is newly issued pursuant to the
Plan will be legally issued, fully paid and nonassessable when: (i) the
Registration Statement, as finally amended, shall have become effective under
the Securities Act; (ii) the Company's Board of Directors or a duly authorized
committee thereof shall have duly adopted final resolutions authorizing the
issuance and sale of such share as contemplated by the Registration Statement;
(iii) such share shall have been duly issued and sold in the manner contemplated
by the Plan; and (iv) a certificate representing such share shall have been duly
executed, countersigned and registered and duly delivered to the purchaser
thereof against payment of the agreed consideration therefor (not less than the
par value thereof) in accordance with the Plan.






                   [Letterhead of Sidley Austin Brown & Wood]

          We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Common Stock pursuant
to the Plan.

         We assume no obligation to update or supplement this opinion letter to
reflect any facts or circumstances which may hereafter come to our attention
with respect to the opinions expressed above, including any change in applicable
law.

         This opinion letter is limited to the General Corporation Law of the
State of Delaware.

         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to all references to our firm included in or made
a part of the Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons from whom consent is required
by Section 7 of the Act or the related rules promulgated by the Commission.

                                Very truly yours,

                                /s/ Sidley Austin Brown & Wood

                                       2

EX-23.2

                                                                    Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
Cobra Electronics Corporation on Form S-8 of our report dated February 19, 2002,
appearing in the Annual Report on Form 10-K of Cobra Electronics Corporation and
subsidiaries for the year ended December 31, 2001.



/s/  Deloitte & Touche LLP

Chicago, Illinois
June 24, 2002