10-Q

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2008

o 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 1-8798

Nu Horizons Electronics Corp.

(Exact name of registrant as specified in its charter)

Delaware	11-2621097
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

70 Maxess Road, Melville, New York	11747
(Address of principal executive offices)	(Zip Code)

(631) 396 -5000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large-accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o

(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 o No x

The number of shares outstanding of registrant’s common stock, as of July 7, 2008:

Common Stock - Par Value $.0066	18,466,981
Class	Outstanding Shares

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

INDEX

PART I.	FINANCIAL INFORMATION	Page(s)
Item 1.	Financial Statements
	Consolidated Condensed Statements of Operations (unaudited) -
	Three Months Ended May 31, 2008 and 2007 (as restated for 2007)	3.
	Consolidated Condensed Balance Sheets -
	May 31, 2008 (unaudited) and February 29, 2008	4.
	Consolidated Condensed Statements of Cash Flows (unaudited) -
	Three Months Ended May 31, 2008 and 2007 (as restated for 2007)	5.
	Notes to Interim Consolidated Condensed Financial Statements (unaudited)	6.-11.
	Report of Independent Registered Public Accounting Firm	12.
Item 2.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations	13.-16.
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17.
Item 4.	Controls and Procedures	18.
PART II.	OTHER INFORMATION	19.-20.
SIGNATURES		21.
EXHIBIT INDEX		22.
CERTIFICATIONS

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended
	May 31, 2008			May 31, 2007
				(As Restated)
NET SALES	$	200,152,000		$	175,232,000
COSTS AND EXPENSES:
Cost of sales		169,226,000			145,630,000
Operating expenses		28,147,000			25,661,000
		197,373,000			171,291,000
OPERATING INCOME		2,779,000			3,941,000
OTHER (INCOME) EXPENSE
Interest expense		1,120,000			928,000
Interest income		(188,000	)		(15,000	)
		932,000			913,000
INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTERESTS		1,847,000			3,028,000
Provision for income taxes		573,000			1,250,000
INCOME BEFORE MINORITY INTERESTS		1,274,000			1,778,000
Minority interest in earnings of subsidiaries		119,000			90,000
NET INCOME	$	1,155,000		$	1,688,000
NET INCOME PER COMMON SHARE:
Basic	$	.06		$	.09
Diluted	$	.06		$	.09
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		17,971,317			18,217,603
Diluted		18,211,529			19,046,335

See accompanying notes

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NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

	May 31, 2008			February 29, 2008
	(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash	$	10,324,000		$	3,886,000
Accounts receivable - net of allowance for doubtful accounts of $4,352,000 and $4,267,000 as of May 31, 2008 and February 29, 2008, respectively		153,068,000			150,270,000
Inventories		132,160,000			122,761,000
Deferred tax asset		3,135,000			3,135,000
Prepaid expenses and other current assets		4,607,000			4,306,000
TOTAL CURRENT ASSETS		303,294,000			284,358,000
PROPERTY, PLANT AND EQUIPMENT - NET		4,619,000			4,529,000
OTHER ASSETS:
Cost in excess of net assets acquired		9,925,000			9,925,000
Intangibles - net		2,449,000			2,500,000
Other assets		4,855,000			5,101,000
TOTAL ASSETS	$	325,142,000		$	306,413,000
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable	$	77,762,000		$	67,306,000
Accrued expenses		9,674,000			8,615,000
Due to seller		3,245,000			3,245,000
Bank credit line		4,595,000			603,000
Income taxes payable		-			133,000
TOTAL CURRENT LIABILITIES		95,276,000			79,902,000
LONG TERM LIABILITIES
Revolving credit line		70,500,000			69,300,000
Executive retirement plan		1,863,000			1,684,000
Deferred tax liability		2,107,000			2,072,000
TOTAL LONG TERM LIABILITIES		74,470,000			73,056,000
MINORITY INTEREST IN SUBSIDIARIES		2,381,000			2,261,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred stock, $1 par value, 1,000,000 shares authorized; none issued or outstanding					-
Common stock, $.0066 par value, 50,000,000 shares authorized; 18,468,244 and 18,392,457 shares issued and outstanding as of May 31, 2008 and February 29, 2008, respectively		122,000			121,000
Additional paid-in capital		55,618,000			54,979,000
Retained earnings		97,775,000			96,621,000
Other accumulated comprehensive (loss) income		(500,000	)		(527,000	)
TOTAL SHAREHOLDERS’ EQUITY		153,015,000			151,194,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	325,142,000		$	306,413,000

See accompanying notes

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NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For The Three Months Ended
	May 31, 2008			May 31, 2007
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:				(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers	$	197,288,000		$	183,274,000
Cash paid to suppliers and employees		(194,299,000	)		(202,796,000	)
Interest received		188,000			15,000
Interest paid		(1,050,000	)		(704,000	)
Income taxes paid		(789,000	)		(1,446,000	)
Net cash provided (used) by operating activities		1,338,000			(21,657,000	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(474,000	)		-
Acquisition payments		-			(1,847,000	)
Net cash used by investing activities		(474,000	)		(1,847,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit lines		80,047,000			79,736,000
Repayments under revolving credit lines		(74,855,000	)		(57,170,000	)
Proceeds from exercise of stock options		355,000			20,000
Net cash provided by financing activities		5,547,000			22,586,000
EFFECT OF EXCHANGE RATE CHANGE		27,000			(42,000	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		6,438,000			(960,000	)
Cash and cash equivalents, beginning of year		3,886,000			4,747,000
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	10,324,000		$	3,787,000
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES:
NET INCOME	$	1,155,000		$	1,688,000
Adjustments:
Depreciation and amortization		435,000			371,000
Provision for bad debts		66,000			-
Deferred income tax		35,000			53,000
Increase in minority interest		119,000			90,000
Stock based compensation		284,000			272,000
Changes in assets and liabilities:
Accounts receivable		(2,864,000	)		(9,053,000	)
Inventories		(9,399,000	)		(14,761,000	)
Prepaid expenses and other current assets		(301,000	)		582,000
Other assets		387,000			(796,000	)
Accounts payable and accrued expenses		12,210,000			(1,563,000	)
Income taxes payable		(789,000	)		1,460,000
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	$	1,338,000		$	(21,657,000	)

See accompanying notes

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NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION:

A. In the opinion of management, the accompanying unaudited interim consolidated condensed financial statements of Nu Horizons Electronics Corp. (the “Company”), its wholly owned subsidiaries NIC Components Corp. ("NIC"), NUHC Inc., Nu Horizons International Corp., Nu Horizons Electronics Asia PTE LTD, Nu Horizons Electronics Hong Kong Limited, Nu Horizons Electronics Europe Limited, Nu Horizons Electronics Limited, Titan Supply Chain Services Corp., Titan Supply Chain Services PTE LTD, Titan Supply Chain Services Limited ("Titan"), Nu Horizons Electronics (Shanghai) Co. Ltd., Nu Horizons Electronics Asia Pte Ltd. Korea, Dacom Süd Electronic GmbH, Razor Electronics Inc. and Nu Exchange B2B, Inc. and its majority-owned subsidiaries, NIC Components Asia PTE LTD ("NIA") and NIC Components Europe Limited ("NIE"), contain all adjustments necessary to present fairly the Company’s financial position as of May 31, 2008 and February 29, 2008 and the results of its operations and cash flows for the three month periods ended May 31, 2008 and 2007. All references to the "Company", "we", "us" and "our" refer to Nu Horizons Electronics Corp. and its subsidiaries, unless the context indicates otherwise.

The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended February 29, 2008, which is incorporated herein by reference. Specific reference is made to that report for a description of the Company’s securities and the notes to consolidated financial statements included therein. The accompanying unaudited interim financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the United States of America ("U.S. GAAP").

The results of operations for the three month period ended May 31, 2008 are not necessarily indicative of the results to be expected for the full year.

B. Revenue Recognition:

The Company recognizes revenue in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB 104"). Under SAB 104, revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is determinable, and collectibility is reasonably assured. Revenue typically is recognized at time of shipment. Sales are recorded net of discounts, rebates, and returns in accordance with EITF 01-09, "Accounting for Consideration Given By a Vendor to a Customer (Including a Reseller of the Vendor's Products)."

The Company has reevaluated its accounting policy for revenue reporting for its Titan division which provides primarily supply chain services. In accordance with EITF 99-19, "Reporting Revenue Gross as a Principal vs. Net as an Agent," the Company has revised its revenue presentation to net as an agent and therefore reduced sales and cost of sales in the first quarter of fiscal year 2008 by $17,361,000. Titan revenue is now reported in sales as a fee for services for all periods presented. There was no change to net income resulting from this change in classification.

2. RESTATEMENT OF FINANCIAL STATEMENTS:

In preparing the fiscal 2007 tax returns, developing the fiscal 2008 tax provision, and reviewing our accounting for income taxes in connection with the application of the provision of Financial Accounting Standards Board ("FASB") Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Tax - an Interpretation of FASB Statement No. 109", we determined that there were errors in the prior years' tax returns and the application of FASB Statement No. 109 - Accounting for Income Taxes. Consequently, there was an understatement of our provision for income tax expense and the related U.S. income tax obligations, a majority of which related to our foreign operations, for the fiscal years 2002 through 2007.

As a result of the tax adjustments described above and noted below, our management and the Audit Committee of the Company's Board of Directors concluded, as reported in a current report on Form 8-K filed on October 3, 2007, that (1) our previously issued financial statements and any related reports of our independent registered public accounting firm for the fiscal years ended February 28, 2002 through 2007 and the first quarter of fiscal 2008 should no longer be relied upon because of the aforementioned errors in those financial statements, (2) our earnings and press releases and similar communications should no longer be relied upon to the extent that they relate to these financial statements, and (3) our financial statements, original Form 10-K for the fiscal year ended February 28, 2007 and original Form 10-Q for the three months ended May 31, 2007 should be restated to reflect the correct accounting for income taxes discussed above. On

6

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

2. RESTATEMENT OF FINANCIAL STATEMENTS (Continued):

November 21, 2007, we completed the restatement of our financial statements by filing our Annual Report on Form 10-K/A for the fiscal year ended February 28, 2007 and Form 10-Q/A for the three months ended May 31, 2007.

The following table summarizes the impact of the restatement discussed above on the previously issued Interim Consolidated Condensed Financial Statements as of May 31, 2007 and for the three months ended May 31, 2007:

	For the Three Months Ended May 31, 2007
	As Previously Reported		Adjustment			As Restated
Consolidated Statement of Operations
Provision for income taxes	$	1,124,000	$	126,000		$	1,250,000
Net income		1,814,000		(126,000	)		1,688,000
Net income per common share:
Basic	$	.10	$	(.01	)	$	.09
Diluted	$	.10	$	(.01	)	$	.09

	For the Three Months Ended May 31, 2007
	As Previously Reported		Adjustment			As Restated
Consolidated Statement of Cash Flows
Net income	$	1,814,000	$	(126,000	)	$	1,688,000
Income taxes payable		1,334,000		126,000			1,460,000

3. NEW ACCOUNTING STANDARDS:

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“Statement No. 160”). Statement No. 160 requires that noncontrolling interests be reported as a component of shareholders’ equity; net income attributable to the parent and the noncontrolling interest be separately identified in the consolidated statement of operations; changes in a parent’s ownership interest be treated as equity transactions if control is maintained; and upon a loss of control, any gain or loss on the interest be recognized in the statement of operations. Statement No. 160 also requires expanded disclosures to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. Statement No. 160 is effective for annual periods beginning after December 15, 2008 and should be applied prospectively. However, the presentation and disclosure requirements of the statement shall be applied retrospectively for all periods presented. The adoption of the provisions of Statement No. 160 is not anticipated to materially impact the Company’s consolidated financial position and results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“Statement No. 157”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Statement No. 157 applies to other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. In February 2008, the FASB issued FASB Staff Position 157-2, which provides for a one-year deferral of the provisions of Statement No. 157 for non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a non-recurring basis. Effective March 1, 2008, the Company adopted the provisions of Statement No. 157 for financial assets and liabilities, as well as for any other assets and liabilities that are carried at fair value on a recurring basis. The adoption of the provisions of Statement No. 157 related to financial assets and liabilities and other assets and liabilities that are carried at fair value on a recurring basis did not materially impact the Company’s consolidated financial position and results of operations.

7

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

4. ACQUISITIONS:

On August 29, 2006, the Company acquired the outstanding shares of DT Electronics ("DT"), an entity engaged in the electronic components distribution business in the United Kingdom. This acquisition enabled us to expand our presence in Europe. The operating results of DT are reflected in the accompanying financial statements since the date of acquisition.

The transaction provides for potential additional payments to the sellers ("Earnout") in three installments through 2009 from a guaranteed minimum of £850,000 (approximately $1,611,000) to a maximum of £2,549,000 (approximately $4,989,000), which amounts are calculated using current exchange rates. Payments of any amounts above the minimum were contingent upon the attainment of certain earnings milestones by DT during the three year period. The Company will pay the maximum Earnout since DT has achieved the earnings milestones established by the agreement. The Company has accrued $3,245,000 at May 31, 2008 for the unpaid Earnout, which is included in current liabilities.

5. PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of the following:

	May 31, 2008		February 29, 2008
Furniture, fixtures and office equipment	$	11,072,000	$	10,685,000
Computer equipment		9,309,000		9,222,000
Leasehold improvements		1,255,000		1,255,000
		21,636,000		21,162,000
Less: Accumulated depreciation and amortization		17,017,000		16,633,000
	$	4,619,000	$	4,529,000

Depreciation expense for the three-month periods ended May 31, 2008 and 2007 aggregated $384,000 and $371,000, respectively.

6. EXTERNAL FINANCING:

On January 31, 2007, the Company entered into an amended and restated secured revolving line of credit agreement with eight banks (the "Lenders"), which currently provides for maximum borrowings of $150,000,000 (as amended to date, the "Revolving Credit Line"). The Revolving Credit Line provides for borrowings utilizing an asset based formula predicated on a certain percentage of outstanding domestic accounts receivable and inventory levels at any given month end. Borrowings under the Revolving Credit Line bear interest at either (i) the lead bank’s prime rate or (ii) LIBOR plus 150 basis points, at the option of the Company, through September 30, 2011, the due date of the loan. Direct borrowings under the Revolving Credit Line were $65,500,000 at May 31, 2008 and $64,300,000 at February 29, 2008. LIBOR rates ranged from 3.9% to 4.4% at May 31, 2008. As of the end of each of the fiscal periods, the Company was in compliance with all of the required bank covenants under the Revolving Credit Line.

The Company also has a receivables financing agreement with a bank in England (the "Bank Credit Line"), which provides for maximum borrowings of £2,500,000 (approximately $4,600,000) with interest at the bank's base rate plus 1.65% (7.15% at May 31, 2008). Borrowings under the Bank Credit Line were £2,339,000 ($4,595,000) at May 31, 2008.

On November 20, 2006, the Company entered into a revolving credit agreement with a Singapore bank to provide a $30,000,000 secured line of credit to the Company’s Asian subsidiaries and thereby finance the Company’s Asian operations. Borrowings under the agreement utilize an asset based formula based on a certain percentage of outstanding accounts receivable and inventory levels at any given month end. Borrowings under the Singapore credit line bear interest at SIBOR plus 1.5%. As part of this agreement, the Company must maintain a compensating balance of $2,250,000, which amount is included in other assets. At May 31, 2008, there is $5,000,000 outstanding under the Singapore credit line.

8

7. ACCRUED EXPENSES:

Accrued expenses consist of the following:

	May 31, 2008		February 29, 2008
Commissions	$	1,590,000	$	2,131,000
GST		1,061,000		860,000
Payroll and related benefits		927,000		351,000
Sales returns		838,000		891,000
Professional fees		772,000		670,000
Deferred rent		276,000		347,000
Executive bonuses		207,000		323,000
Other miscellaneous expenses		4,003,000		3,042,000
Total	$	9,674,000	$	8,615,000

8. NET INCOME PER SHARE:

Basic earnings per share is calculated by dividing net income by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding. Such securities shown below, presented on a common share equivalent basis, have been included in the per share computations:

	For the Three Months Ended
	May 31, 2008		May 31, 2007
			(As Restated)
NUMERATOR:
Net income	$	1,155,000	$	1,688,000
DENOMINATOR
Basic earnings per common share - weighted-average number of common shares outstanding		17,971,317		18,217,603
Effect of dilutive stock options and restricted stock		240,212		828,732
Diluted earnings per common share - adjusted weighted-average number of common shares outstanding		18,211,529		19,046,335

The above calculation for the three months ended May 31, 2008 and May 31, 2007 excludes 1,414,250 and 165,750 options, respectively, as their effect was antidilutive.

9. STOCK BASED COMPENSATION:

The Company follows the provisions of FASB Statement No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), which established the accounting for share-based compensation awards exchanged for employee services and requires companies to expense the estimated fair value of these awards over the requisite employee service period.

Stock Options

Stock options granted to date under each of the Company’s 1998 and 2000 Stock Option Plans, 2000 Key Employee Stock Option Plan and 2002 Key Employee Stock Incentive Plan generally expire ten years after the date of grant and become exercisable in two equal annual installments commencing one year from date of grant. Stock options granted under the Company’s Outside Director Stock Option Plan and 2000 and 2002 Outside Directors’ Stock Option Plans expire ten years after the date of grant and become exercisable in three equal annual installments on the date of grant and the succeeding two anniversaries thereof. The exercise price for options cannot be less than the fair market value of the Company’s common stock on the date of grant.

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NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

9. STOCK BASED COMPENSATION (Continued):

The following information relates to the stock option activity for the three months ended May 31, 2008:

Options	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at March 1, 2008		2,159,818		$	6.90
Granted		0		$	-
Exercised		(90,794	)	$	3.89
Forfeited		0		$	-
Outstanding at May 31, 2008		2,069,024		$	7.03		3.6 years	$	1,169,594
Exercisable at May 31, 2008		2,009,024		$	6.94		3.4 years	$	1,169,594

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the first quarter of fiscal 2009 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on May 31, 2008. This amount changes based on the fair market value of the Company’s common stock. The total intrinsic value of options exercised for the three months ended May 31, 2008 and 2007 was $502,000 and $25,000, respectively.

Cash received from option exercises during the three months ended May 31, 2008 and 2007 was $355,000 and $20,000, respectively, and is included within the financing activities section in the accompanying consolidated statements of cash flows.

Restricted Stock

Subject to the terms and conditions of the 2002 Key Employee Stock Incentive Plan, as amended, the compensation committee may grant shares of restricted stock. Shares of restricted stock awarded may not be sold, transferred, pledged or assigned until the end of the applicable period of restriction established by the compensation committee and specified in the award agreement. Compensation expense is recognized on a straight-line basis as shares become free of forfeiture restrictions (i.e., vest), historically over a five- or seven-year period. For the three-month periods ended May 31, 2008 and 2007, the Company recorded compensation expense aggregating $197,000 and $138,000, respectively, relating to the issuance of restricted stock.

Summary of Non-Vested Shares

The following information summarizes the changes in non-vested restricted stock for the three months ended May 31, 2008:

	Shares		Weighted Average Grant Date Fair Value
Non-vested shares at March 1, 2008		453,284	$	10.63
Granted		-		-
Vested		48,515		10.26
Forfeited		2,286		11.56
Non-vested shares at May 31, 2008		402,483		10.67

As of May 31, 2008, there was total unrecognized compensation cost of $4,391,000 related to non-vested shares and stock options which is expected to be recognized over a weighted average period of three years.

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NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

10. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION:

Management believes that the Company is operating in a single business segment, distribution of electronic components, in accordance with the rules of SFAS No. 131 (“Disclosure About Segments of an Enterprise and Related Information”).

For the three months ended May 31, 2008 and 2007, approximately 65% and 75%, respectively, of the Company’s business was conducted in North America, while the remaining operations are conducted overseas through foreign subsidiaries.

The following table presents revenue by geographic area:

	May 31, 2008		May 31, 2007
North America	$	130,357,000	$	131,710,000
Europe		16,848,000		11,094,000
Asia/Pacific		52,947,000		32,428,000
	$	200,152,000	$	175,232,000

Total assets, by geographic area, as of the first quarter ended in each of our last two fiscal years are as follows:

	May 31, 2008		May 31, 2007
			(As Restated)
North America	$	232,938,000	$	181,308,000
Europe		21,394,000		35,486,000
Asia/Pacific		70,810,000		75,229,000
	$	325,142,000	$	292,023,000

Long lived assets (net), by geographic area, as of the first quarter ended in each of our last two fiscal years are as follows:

	May 31, 2008		May 31, 2007
			(As Restated)
North America	$	3,991,000	$	4,178,000
Europe		206,000		60,000
Asia/Pacific		422,000		619,000
	$	4,619,000	$	4,857,000

11. COMPREHENSIVE INCOME:

Comprehensive income includes certain gains and losses that, under U.S. GAAP, are excluded from net income, as these amounts are recorded directly as an adjustment to shareholders' equity. Our comprehensive income primarily includes net income and foreign currency translation adjustments. Comprehensive income for the three months ended May 31, 2008 and 2007, is as follows:

	For the Three Months Ended
	May 31, 2008		May 31, 2007
			(As Restated)
Net income	$	1,155,000	$	1,688,000
Other comprehensive income (loss)		27,000		(42,000	)
Total comprehensive income	$	1,182,000	$	1,646,000

11

Report of Independent Registered Public Accounting Firm

To The Board of Directors and Shareholders

Nu Horizons Electronics Corp.

We have reviewed the consolidated condensed balance sheet of Nu Horizons Electronics Corp. and subsidiaries (the Company) as of May 31, 2008, and the related consolidated condensed statements of operations and cash flows for the three-month period then ended. These financial statements are the responsibility of the Company’s management. The condensed consolidated statements of operations and cash flows of Nu Horizons Electronics Corp. for the three-month period ended May 31, 2007 were reviewed by other accountants whose report dated July 3, 2007 (November 21, 2007, as to the restatement discussed in Note 2 and the subsequent events discussed in Note 10) stated that they were not aware of any material modifications that should be made to those statements for them to be in conformity with U.S. generally accepted accounting principles.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated condensed financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet of Nu Horizons Electronics Corp. as of February 29, 2008, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 12, 2008, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph for the Company's adoption of FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109," effective March 1, 2007, and the Company's adoption of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment," as Revised, effective March 1, 2006. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of February 29, 2008 is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ ERNST & YOUNG LLP

Melville, New York

July 9, 2008

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Report, "we," "us," "our," "Nu Horizons" or "the Company" means Nu Horizons Electronics Corp. and its subsidiaries unless the context indicates a different meaning.

Forward Looking Statements:

Statements in this Form 10-Q quarterly report may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements relating to its future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed from time to time in the Company’s Annual Report on Form 10-K for the year ended February 29, 2008, and in other documents which the Company files with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to product demand, market and customer acceptance, competition, government regulations and requirements, pricing and development difficulties, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-Q.

For a description of the Company's critical accounting policies and an understanding of the significant factors that influenced the Company's performance during the three month periods ended May 31, 2008 and 2007, this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the consolidated condensed financial statements, including the related notes, appearing in Item 1 of this Report, as well as the Company's Annual Report on Form 10-K for the year ended February 29, 2008.

Overview:

Nu Horizons Electronics Corp. and its wholly-owned subsidiaries are engaged in the distribution of high technology active and passive electronic components to a wide variety of original equipment manufacturers (“OEMs”) of electronic products. Active components distributed by the Company include semiconductor products such as memory chips, microprocessors, digital and linear circuits, microwave/RF and fiberoptic components, transistors and diodes. Passive components distributed by NIC, and majority-owned subsidiaries NIA and NIE, principally to OEMs and other distributors nationally, consist of a high technology line of chip and leaded components including capacitors, resistors, inductors and circuit protection components. NIC, NIA and NIE are a prime source of qualified products by over 9,000 OEMs in the United States. In addition, the Company distributes IBM and Sun Microsystems boards, servers, storage and software to OEMs (referred to herein as "Systems").

In recent years, there has been a shift in production to Asia due to lower cost. The Company recognized the industry shift to overseas production and the need to serve its suppliers on a global basis. As a result, the Company adopted a strategy of expanding its Asian and European operations by investing in human resources and expanding its sales force and engineering personnel. In prior years, we invested in Asia and currently we are staffed with 204 employees in 19 offices, with a warehouse in Singapore and Hong Kong. Sales in Asia for the quarter ended May 31, 2008 are 63% higher than the same period of the prior fiscal year. In fiscal 2007, we continued our growth strategy of expanding our European presence by acquiring DT Electronics Limited on August 29, 2006, with 37 employees and a warehouse in Coventry, England. Sales in the United Kingdom have increased 31% over the prior year quarter. In fiscal 2008, we opened our first office in Munich, Germany and on June 6, 2007, the Company acquired Dacom Süd Electronics Vertriebs GmbH ("Dacom"), a franchised electronics component distributor, based in Munich, Germany. Our Germany operations are currently considered a "start-up" investment and are not expected to attain profitable operations until fiscal 2010.

During fiscal 2008, we restructured our Systems business by focusing the business on higher margin value-added engagements with mid-tier customers and creating a new selling organization. System sales for the quarter ended May 31, 2008 have increased 8.5% over the same period of the prior year. System gross profit increased to 11.1% from 7.8% for the respective periods.

It is difficult for the Company, as a distributor, to forecast the material trends of the electronic component and computer products industry because the Company does not typically have material forward-looking information available from its customers and suppliers. As such, management relies on the publicly available information published by certain industry groups and other related analyses to evaluate its longer term prospects.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview (continued):

The Company is continuing to cooperate with the inquiry by the Securities and Exchange Commission ("SEC") and to conduct its own related internal investigation under the direction of the Audit Committee in the action captioned "In the Matter of Vitesse Semiconductor Corp." (referred to herein as the "Vitesse Matter"). The cost of such cooperation and investigation has required the Company to incur significant expenses for professional fees and related expenses. Approximately $970,000 and $302,000 was incurred for professional fees for the first quarter of fiscal years 2009 and 2008, respectively. Cumulatively, $3,400,000 of expense for professional fees has been incurred to date since fiscal 2008 related to the Vitesse Matter. Management is presently unable to determine the duration of the SEC inquiry and the Company's related internal investigation and, consequently, the total costs that will be incurred by the Company. Nevertheless, management expects that the Company will continue to incur costs at levels comparable to fiscal 2008 through the second quarter of fiscal 2009.

The tables below provide a quarter-over-quarter summary of sales for the Company:

Quarterly Analysis of Sales

	Quarters Ended May 31,								Percentage Change
	2008		% of Total		2007		% of Total		2008 to 2007
Sales by Type:
Electronic Components	$	185,922,000		93%	$	162,114,000		93%		15	%
Systems		14,230,000		7%		13,118,000		7%		8	%
	$	200,152,000		100%	$	175,232,000		100%		14	%

The following table sets forth for the quarter ended May 31, 2008 and 2007, certain items in the Company’s consolidated statements of operations expressed as a percentage of net sales.

	Three Months Ended May 31,
	2008			2007
Net sales		100.0	%		100.0	%
Cost of sales		84.5			83.1
Gross profit		15.5			16.9
Operating expenses		14.1			14.6
Interest expense		.6			.5
Interest (income)		(.1	)		-
Income before taxes and minority interest		.9			1.7
Income tax provision		.3			.7
Minority interests		.1			.1
Net income		.6			1.0

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations:

Three Months Ended May 31, 2008 compared to Three Months Ended May 31, 2007

Sales for the three month period ended May 31, 2008 were $200,152,000 as compared to $175,232,000 for the comparable period of the prior year, an increase of $24,920,000 or 14%.

Sales of electronic components, excluding Systems, for the three month period ended May 31, 2008 were $185,922,000 as compared to $162,114,000 for the comparable period of the prior year, an increase of approximately $23,808,000 or 15%. Management believes that this sales increase is primarily due to increased market share in Asia/Pacific and Europe and the expansion of its line card and customer base. The lack of near term visibility in the electronics manufacturing and the electronics distribution industry makes it difficult for management to estimate the Company’s overall sales volume and earnings for the balance of the Company’s current fiscal year. Management believes, however, that the industry growth rate in the near term will likely be in the low single digits. System sales for the quarter ended May 31, 2008 were $14,230,000, compared to $13,118,000 in 2007, an increase of 8.5%.

The gross profit margin for the first quarter of fiscal 2009 was 15.5% as compared to 16.9% in the prior year. The decline in gross margin experienced in the quarter resulted primarily from lower supplier discounts, as well as increased freight cost, product mix and lower margins associated with increased order size, in conjunction with increased sales in the Asia/Pacific market which requires lower selling prices to secure high volume business from large Asian contract manufacturers.

As a percentage of sales, operating expenses decreased to 14.1% from 14.6% in the comparable period of the prior year. Operating expenses increased $2,486,000 or 10% over the prior period due to: (i) $1,216,000 increase in professional fees related primarily to the Vitesse Matter and increased audit fees, (ii) $431,000 of increased personnel costs including salary, commission, travel and fringe benefits related to new hires, principally for our start-up in Germany, and (iii) $839,000 increase in other selling and general and administrative expenses.

Interest expense increased to $1,120,000 for the three months ended May 31, 2008 from $928,000 for the prior period. This increase in interest expense resulted from larger bank borrowing balances incurred to support increases in both accounts receivable and inventories resulting from higher sales.

The consolidated effective tax rate for the three months ended May 31, 2008 is 31.0% as compared to 41.3% for the three months ended May 31, 2007. The consolidated effective rate was higher in the prior year quarter and fiscal 2008 due to the penalties and interest associated with the correction of errors in our United States Federal and State tax returns discussed in Note 2 of the financial statements contained in Item 1 herein. The fiscal 2009 consolidated effective tax rate is lower than United States statutory rates due primarily to lower foreign income tax rates resulting from the election to permanently reinvest foreign income in the operations in foreign countries.

Net income for the three month period ended May 31, 2008 was $1,155,000 or $.06 per basic and diluted share as compared to a net income of $1,688,000 or $.09 per basic and diluted share for the three month period ended May 31, 2007.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources:

The Company's current ratio was 3.2:1 at May 31, 2008 and 3.6:1 at February 29, 2008. Working capital increased to $208,018,000 at May 31, 2008 from $204,456,000 at February 29, 2008.

On January 31, 2007, the Company entered into an amended and restated secured revolving line of credit agreement, as amended, with eight banks, which currently provides for maximum borrowings of $150,000,000 (the "Revolving Credit Line"). The Revolving Credit Line provides for borrowings utilizing an asset based formula predicated on a certain percentage of outstanding domestic accounts receivable and inventory levels at any given month end. Based on the asset based formula, the Company may not be able to borrow the maximum amount available under its Revolving Credit Line at all times. Borrowings under the Revolving Credit Line bear interest at either (i) the lead bank’s prime rate or (ii) LIBOR plus 150 basis points, at the option of the Company, through September 30, 2011, the due date of the loan. Direct borrowings under the Revolving Credit Line were $65,500,000 at May 31, 2008 and $64,300,000 at February 29, 2008. As of the end of each of the fiscal periods, the Company was in compliance with all of the required bank covenants.

The Company also has a receivable financing agreement (the "Bank Credit Line") with a bank in England which provides for maximum borrowings of £2,500,000 (approximately $4,600,000) which bear interest at the bank's base rate plus 1.65%. The interest rate at May 31, 2008 was 7.15%. The Company owed $4,595,000 and $603,000 at May 31, 2008 and February 29, 2008, respectively.

On November 20, 2006, the Company entered into a revolving credit agreement with a Singapore bank to provide a $30,000,000 secured line of credit to the Company’s Asian subsidiaries and thereby finance the Company’s Asian operations. Borrowings under the agreement utilize an asset based formula based on a certain percentage of outstanding accounts receivable and inventory levels at any given month end. Borrowings under the Singapore credit line bear interest at SIBOR plus 1.5 percent. Direct borrowings under the Singapore Credit Line were $5,000,000 at May 31, 2008 and February 29, 2008.

At May 31, 2008, the Company had approximately $58,000,000 in the aggregate available under all of its bank credit facilities.

The Company anticipates that its resources provided by its cash flow from operations and the aforementioned agreements will be sufficient to meet its financing requirements for at least the next twelve-month period.

Off-Balance Sheet Arrangements:

As of May 31, 2008, the Company had no off-balance sheet arrangements.

Critical Accounting Policies and Estimates:

There have been no changes in our critical accounting policies from those disclosed in Item 8 of our Annual Report on Form 10-K for the year ended February 29, 2008.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

All of the Company’s bank debt and the associated interest expense are sensitive to changes in the level of interest rates. The Company’s credit facilities bear interest based on interest rates tied to the prime lending rate, LIBOR or SIBOR rate, any of which may fluctuate over time based on economic conditions. A hypothetical 100 basis point (one percentage point) increase in interest rates would have resulted in incremental interest expense of approximately $196,000 for the three-month period ended May 31, 2008. As a borrower, the Company is subject to the risk associated with fluctuating interest rates and therefore, could incur increased interest expense.

The Company has several foreign subsidiaries in Asia, the United Kingdom, Germany and Canada. The Company does business in more than one dozen countries and for the three months ended May 31, 2008 generated approximately 35% of its revenue from outside North America. The Company’s ability to sell its products in foreign markets may be affected by changes in economic, political or market conditions in the foreign markets in which the Company does business.

The Company’s total assets in its foreign subsidiaries were $92,204,000 and $110,715,000 at May 31, 2008 and 2007, respectively, translated into U.S. dollars at the closing exchange rates. The Company also acquires certain inventory from foreign suppliers and as such, faces risk due to adverse movements in foreign currency exchange rates. These risks could have an impact on the Company’s results in future periods. The potential loss based on end of period balances and prevailing exchange rates resulting from a hypothetical 10% strengthening of the U.S. dollar against foreign currencies was not material in the quarter ended May 31, 2008. The Company does not currently employ any currency derivative instruments, futures contracts or other currency hedging techniques to mitigate its risks in this regard.

The electronic component industry is cyclical which can cause significant fluctuations in sales, gross profit margins and profits, from year to year. For example, during calendar 2001, the industry experienced a severe decline in the demand for electronic components, which caused sales to decrease by 56%. The prior year reflected a 74% increase in net sales. It is difficult to predict the timing of the changing cycles in the electronic component industry.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our Chairman and Chief Executive Officer ("CEO") and our Executive Vice President-Finance and Chief Financial Officer ("CFO"), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this quarterly report. Based on this evaluation, our CEO and CFO concluded that as of May 31, 2008 our disclosure controls and procedures were effective in ensuring that the information required to be filed in this report has been recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and that information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended May 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

None.

ITEM 1A. Risk Factors.

There have not been any material changes to the Company’s risk factors as discussed in Item 1A - Risk Factors in the Company’s Annual Report on Form 10-K for the year ended February 29, 2008.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

ITEM  3. Defaults Upon Senior Securities.

None.

ITEM 4. Submission of Matters to a Vote of Security Holders.

None.

ITEM 5. Other Information.

Item 1.01 Entry Into Material Definitive Agreement

On July 8, 2008, the Company entered into new Indemnification Agreements with each of its directors (namely Messrs. Freudenberg, Gardner, Nadata, Novick, Polimeni, Schuster and Siegel, each an “Indemnitee”). The Indemnification Agreements supersede the existing, previously-disclosed indemnification agreements between the Company and each of its directors and are intended to supplement certain of the provisions of the existing agreements.

Pursuant to the Indemnification Agreements, the Company has agreed to provide indemnification to each Indemnitee if, by reason of his status with the Company, he is, or is threatened to be made, a party to or otherwise involved in any threatened, pending or completed civil, criminal, administrative or investigative proceeding, including a proceeding by or in the right of the Company. The Indemnification Agreements provide for the advancement of expenses to the Indemnitee, subject to his delivery of an undertaking to repay any expenses advanced if and to the extent it is ultimately determined that he is not entitled to be indemnified against such expenses.

Each of the Indemnitees serves as a director of the Company. In addition, each of Messrs. Freudenberg, Nadata and Schuster serve as officers of the Company and its subsidiaries. The Company is a party to agreements with each of Messrs. Nadata, Schuster and Freudenberg which govern certain terms of their respective employment relationships.

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PART II. OTHER INFORMATION

ITEM 6. Exhibits:

3.1	Certificate of Incorporation, as amended (Incorporated by Reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended November 30, 2000).
3.2	By-laws, as amended (Incorporated by Reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended February 29, 1988).
4.1	Specimen Common Stock Certificate (Incorporated by Reference as Exhibit 4.1 to the Company’s Registration Statement on Form S-1, Registration No. 2-89176).
10.1	Form of Indemnification Agreement between the Company and each of Messrs. Freudenberg, Gardner, Nadata, Novick, Polimeni, Schuster and Siegel dated July 8, 2008.
31.1	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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.

	Nu Horizons Electronics Corp.
	Registrant
Date:  July 9, 2008	/s/ Arthur Nadata
	Arthur Nadata
	Chairman and Chief Executive Officer
Date:  July 9, 2008	/s/ Kurt Freudenberg
	Kurt Freudenberg
	Executive Vice President
	and Chief Financial Officer

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EXHIBIT INDEX

Exhibits:

3.1	Certificate of Incorporation, as amended (Incorporated by Reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended November 30, 2000).
3.2	By-laws, as amended (Incorporated by Reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended February 29, 1988).
4.1	Specimen Common Stock Certificate (Incorporated by Reference as Exhibit 4.1 to the Company’s Registration Statement on Form S-1, Registration No. 2-89176).
10.1	Form of Indemnification Agreement between the Company and each of Messrs. Freudenberg, Gardner, Nadata, Novick, Polimeni, Schuster and Siegel dated July 8, 2008.
*31.1	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*Included herewith.

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EX-10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT, made and entered into as of this 8th day of July, 2008 (this “Agreement”), by and between NU HORIZONS ELECTRONICS CORP., a Delaware corporation (the “Corporation”), and ______________ (“Indemnitee”):

WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or as officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to, and activities on behalf of, such corporations; and

WHEREAS, the statutes and judicial duties regarding the duties of officers and directors are often difficult to apply, ambiguous or conflicting and therefore fail to provide such directors and officers with adequate and reliable knowledge of legal risks to which they are exposed or information regarding the proper course of action to take; and

WHEREAS, the current impracticability of obtaining adequate insurance and the uncertainties relating to indemnification have increased the difficulty of attracting and retaining such persons; and

WHEREAS, the Board of Directors of the Corporation (the “Board of Directors”) has determined that the difficulty in attracting and retaining such persons is detrimental to the best interests of the Corporation’s stockholders and that the Corporation should act to assure such persons that there will be increased certainty of such protection in the future; and

WHEREAS, the Corporation believes it is unfair for the directors and officers to assume the risk of huge judgments and other expenses which may occur in cases in which the director or officer acted in good faith; and

WHEREAS, it is reasonable, prudent and necessary for the Corporation contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Corporation free from undue concern that they will not be so indemnified; and

WHEREAS, Indemnitee is willing to serve, continue to serve and/or to take on additional service for or on behalf of the Corporation on the condition that he or she be so indemnified;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

1.DEFINITIONS FOR PURPOSES OF THIS AGREEMENT:

(a)“Change in Control” means a change in control of the Corporation of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A (or in response to any similar item or similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the “Act”), whether or not the Corporation is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; (ii) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than two-thirds of the Board of Directors thereafter; (iii) during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least two-thirds of the Board of Directors; or (iv) the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation (in one transaction or a series of transactions) of all or substantially all of the Corporation’s assets.

(b)“Potential Change in Control” shall be deemed to have occurred if (i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) a person (including the Corporation) publicly announces a legitimate intention to take or to consider taking actions which if consummated would constitute a Change in Control; (iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 9.5% or more of the combined voting power of the Corporation’s then outstanding Voting Securities, increases his beneficial ownership of such securities by five percentage points or more over the percentage so owned by such person; or (iv) the Board of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(c)“Code” means the Delaware General Corporation Law, as amended.

2

(d)“Corporate Status” describes the status of a person who (i) is or was or has agreed to become a director, officer, employee or other fiduciary of the Corporation or a Subsidiary, or (ii) is or was serving at the request or for the convenience of, or representing the interests of the Corporation or a Subsidiary as a director, officer, employee or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.

(e)“Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(f)“Proceeding” includes any threatened, pending or completed inquiry, action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, including those in which the Indemnitee is merely a witness by reason of the Indemnitee’s Corporate Status, except one initiated by the Indemnitee pursuant to Section 12(a) of this Agreement to enforce Indemnitee’s rights under this Agreement.

(g)“Expenses” includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness and other professional fees and related disbursements, other out-of-pocket costs and reasonable compensation for time spent by the Indemnitee for which he is not otherwise compensated by the Corporation or any third party (i) for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Corporation or any Subsidiary; and (ii) the rate of compensation and estimated time involved is approved in advance by the Disinterested Directors, actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a Proceeding (including amounts paid in settlement by or on behalf of Indemnitee), or the prosecution of an action or proceeding, including appeals, to establish or enforce a right to indemnification under this Agreement. Expenses as defined herein, shall not include any judgments, fines or penalties actually levied against the Indemnitee.

(h)“Independent Counsel” means (i) any law firm or member of a law firm which the Board of Directors may designate from time to time provided that the law firm or member of the law firm so designated is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (A) the Corporation or Indemnitee in any matter material to either such party, or (B) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s rights under this Agreement arising on or after the date of this Agreement, regardless of when the Indemnitee’s act or failure to act occurred.

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(i)“Subsidiary” means any corporation, partnership, limited liability company, joint venture, trust or other enterprise of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other enterprise, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other enterprise.

2.SERVICES BY INDEMNITEE.

Indemnitee agrees to serve or continue to serve as an executive officer of the Corporation or any Subsidiary so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the By-Laws of the Corporation or the By-Laws of any Subsidiary or until such time as he tenders his resignation in writing. This Agreement shall not impose any obligation on the Indemnitee or the Corporation to continue the Indemnitee’s position with the Corporation beyond any period otherwise applicable, nor to create any right to continued employment of the Indemnitee in any capacity.

3.GENERAL.

The Corporation shall indemnify, and shall advance Expenses to Indemnitee as provided in this Agreement and to the fullest extent permitted by law.

4.PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION.

Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of Indemnitee’s Corporate Status, he or she is, or is threatened to be made, a party to or otherwise involved in any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Corporation. Pursuant to this Section 4, Indemnitee shall be indemnified against Expenses to the fullest extent permitted by the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment).

5.PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION.

Indemnitee shall be entitled to the rights of indemnification provided in this Section 5, if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses to the fullest extent permitted by the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment).

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6. INDEMNIFICATION FOR EXPENSES OF SUCCESSFUL PARTY AND PARTIAL INDEMNIFICATION.

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified against all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of any Expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal of any Proceeding, but is precluded by applicable law or the specific terms of this Agreement from indemnification for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. For purposes of this Section, but without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal or withdrawal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

7.ADVANCE OF EXPENSES.

The Corporation shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within twenty days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall evidence or reflect the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if and to the extent it is determined ultimately in a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified against such Expenses. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the Expenses. Advances shall include any and all Expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement or otherwise and this right of advancement, including Expenses incurred preparing and forwarding statements to the Corporation to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Corporation in accordance with the terms of this Agreement. The right to advances under this Section shall continue until final disposition of any Proceeding, including any appeal therein. This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 15.

8.PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

(a)To obtain indemnification under this Agreement, Indemnitee shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Promptly upon receipt of such a request for indemnification, the Secretary of the Corporation shall advise the Board of Directors in writing that Indemnitee has requested indemnification.

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(b)Upon written request by Indemnitee for indemnification pursuant to Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors, in which case the determination shall be made in the manner provided below in clauses (ii) or (iii)); (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, if such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (iii) as provided in Section 9(b) of this Agreement; and, if it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating shall be borne by the Corporation (regardless of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c)In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement, and no counsel shall have been designated previously by the Board of Directors or the Independent Counsel so designated is unwilling or unable to serve, then, (i) if no Change in Control shall have occurred, the Independent Counsel shall be selected by the Board of Directors and the Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected; (ii) if a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this Section 8(c), either the Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with the performance of his or her responsibilities pursuant to Section 8(b) hereof, and the Corporation shall pay all reasonable fees and Expenses incident to the implementation of the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

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9.PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(a)If a Change in Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Corporation shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption by any person, persons or entity.

(b)If within 30 days after receipt by the Corporation of the request for indemnification, the Board shall not have made a determination under Section 8(b)(i) or 8(b)(ii)(A) with regard thereto, the requisite determination of entitlement to indemnification shall be deemed to have been made in favor of the Indemnitee who then shall be entitled to such indemnification. The foregoing provisions of this Section 9(b) shall not apply if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b)(i) or 8(b)(ii)(B) of this Agreement.

(c)The termination of any Proceeding or of any claim, issue or matter therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification.

10.ASSUMPTION OF DEFENSE.

In the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Corporation, (b) the Corporation shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of any such defense, or (c) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee’s counsel shall be subject to the indemnification and advancement of Expenses provisions of this Agreement.

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11.ESTABLISHMENT OF A TRUST.

(a)In the event of a Potential Change in Control, the Corporation, upon written request by the Indemnitee, shall create a trust for the benefit of the Indemnitee and from time to time upon written request of the Indemnitee shall fund such trust in an amount sufficient to satisfy any and all Expenses which at the time of each such request it is reasonably anticipated will be incurred in connection with a Proceeding for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 hereof, and any and all judgments, fines, penalties and settlement amounts of any and all proceedings for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the party who would be required to make the determination of the Indemnitee’s right to indemnification under Section 8(b) hereof (the “Reviewing Party”). The terms of the trust shall provide that upon a Change in Control (i) the trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee, (ii) the trustee shall advance, within two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the trust under the circumstances under which the Indemnitee would be required to reimburse the Corporation under Section 7 hereof), (iii) the trust shall continue to be funded by the Corporation in accordance with the funding obligation set forth above, (iv) the trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in such trust shall revert to the Corporation upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee shall be an institutional trustee with a highly regarded reputation chosen by the Indemnitee. Nothing in this Section 11 shall relieve the Corporation of any of its obligations under this Agreement.

(b)Nothing contained in this Section 11 shall prevent the Board of Directors of the Corporation in its discretion at any time and from time to time, upon request of the Indemnitee, from providing security to the Indemnitee for the Corporation’s obligations hereunder through an irrevocable line of credit, funded trust as described in Section (a) above, or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior consent of the Indemnitee.

12.REMEDIES OF INDEMNITEE.

(a)In the event that any one or more of the following events shall have occurred: (i) a determination is made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement; (ii) Expenses are not advanced timely in accordance with Section 7 of this Agreement; (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within 90 days after receipt by the Corporation of the request for indemnification; (iv) payment of indemnification is not made pursuant to Section 6 of this Agreement within ten days after receipt by the Corporation of a written request therefor; (v) payment of indemnification is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 9(b) of this Agreement; and/or (vi) the Corporation fails to comply with its obligations under Section 11(a) with regard to the establishment or funding of a trust for Expenses, the Indemnitee shall be entitled to an adjudication of his entitlement to such indemnification, advancement of Expenses or the establishment and funding of the trust in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12. The Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

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(b)Whenever a determination is made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification, the judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change in Control shall have occurred, the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, in any judicial proceeding or arbitration commenced pursuant to this Section 12.

(c)If a determination shall have been made or deemed to have been made pursuant to Section 8 of this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12 absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement.

(e)In the event that Indemnitee, pursuant to this Section 12 seeks a judicial adjudication or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all expenses (of the types described in the definition of Expenses in this Agreement) actually incurred by Indemnitee in connection with obtaining such judicial adjudication or arbitration, but only if he or she prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

13.NON-EXCLUSIVITY; DURATION OF AGREEMENT; INSURANCE: SUBROGATION.

(a)The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Corporation’s Certificate of Incorporation or By-Laws, any other agreement, a vote of stockholders or a resolution of directors, or otherwise. This Agreement shall continue until and terminate upon the later of: (a) 10 years after the date that Indemnitee shall have ceased to serve as an officer or director of the Corporation, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.

(b)(i)To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors and officers of the Corporation, Indemnitee shall be covered by such policy or policies in accordance with the terms thereof to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. The Corporation shall take all necessary or appropriate action to cause such insurers to pay on behalf of the Indemnitee all amounts payable as a result of the commencement of a proceeding in accordance with the terms of such policy.

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(ii)Notwithstanding the fact that the Indemnitee shall have ceased to serve as an officer or director of the Corporation, the Corporation will continue to provide officers and directors liability insurance for Indemnitee from the date of termination of such service for a period of three years, which insurance will be on terms no less favorable than that provided to the current officers and directors, provided that the Corporation provides officers and directors liability insurance to its current officers and directors, and provided further that the annual premiums for the liability insurance to be provided to the Indemnitee do not exceed by more than 50% the premium charged for the coverage available for any of the Corporation’s current officers and directors. The foregoing shall not limit the Company’s ability to purchase a tail insurance policy for the benefit of the Indemnitee for a period exceeding three years in the event of a Change in Control or other extraordinary transaction.

(c)In the event of any payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights.

(d)The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee otherwise actually has received such payment under any insurance policy, contract, agreement or otherwise.

14.SEVERABILITY.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

15.EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES.

(a)Any provision herein to the contrary notwithstanding, the Corporation shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of any Proceeding with respect to (i) remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Corporation and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 15(d) below); (ii) a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Corporation against Indemnitee or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Corporation that such amount paid in settlement resulted from Indemnitee's conduct from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other provisions of any federal, state or local statute or rules and regulations thereunder; (iii) a final judgment or other final adjudication not subject to appeal that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination); or (iv) on account of conduct that is established by a final judgment not subject to appeal as constituting a breach of Indemnitee’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a final judgment or other adjudication not subject to appeal may be reached in either the underlying Proceeding in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.

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(b)Any provision herein to the contrary notwithstanding, the Corporation shall not be obligated to indemnify or advance Expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against the Corporation or its directors, officers, employees or other agents and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or under any other agreement, provision in the By-Laws or Certificate of Incorporation or applicable law, or (ii) with respect to any other Proceeding initiated by Indemnitee that is either approved by the Board of Directors or in which Indemnitee’s participation is required by applicable law. However, indemnification or advancement of Expenses may be provided by the Corporation in specific cases if the Board of Directors determines it to be appropriate.

(c)Any provision herein to the contrary notwithstanding, the Corporation shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected without the Corporation’s written consent. Neither the Corporation nor Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Corporation may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Corporation is also a party in such Proceeding and determines in good faith that such settlement is not in the best interests of the Corporation and its stockholders.

(d)Any provision herein to the contrary notwithstanding, the Corporation shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the Corporation to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking. A determination that Indemnitee is not entitled to indemnification pursuant to this Section 15(d) may be made by the Corporation upon receipt of a written opinion from Independent Counsel, a copy of which opinion shall be delivered to Indemnitee. In the event Indemnitee disputes such opinion, Indemnitee shall in any event be entitled to seek enforcement of its rights hereunder pursuant to Section 12 and Indemnitee shall be indemnified in connection with costs in seeking such enforcement.

16.HEADINGS.

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

17.MODIFICATION AND WAIVER.

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of expenses than would be afforded currently under the Corporation’s Certificate of Incorporation, By-Laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

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18.SURVIVAL OF RIGHTS. Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators and assigns of Indemnitee. The obligations and duties of the Corporation to Indemnitee under this Agreement shall be binding on the Corporation and its successors and assigns. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee.

19.NOTICE BY INDEMNITEE.

Indemnitee agrees promptly to notify the Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that the failure to give any such notice shall not disqualify the Indemnitee from indemnification hereunder.

20.NOTICES.

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand to the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid.

(a)If to Indemnitee, to:

[___________]

(b)If to the Corporation, to:

NU HORIZONS ELECTRONICS CORP.

70 Maxess Road

Melville, NY 11747

or to such other address as may have been furnished to Indemnitee by the Corporation or to the Corporation by Indemnitee, as the case may be.

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21.GOVERNING LAW.

The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

22.COUNTERPARTS.

This Agreement, and any amendments thereto, may be executed and delivered in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. For purposes of this Agreement, a photographic, photostatic, facsimile, electronic, or similar reproduction and transmission by (or on behalf of) a party hereto on the signature page of this Agreement, any amendment to this Agreement, or other document or writing, as applicable, will have the same effect as that party signing and delivering that signature page in person to the applicable recipient thereof.

23.ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, written and oral, between the parties with respect to the subject matter of this Agreement; provided, however, that this Agreement is a supplement to and in furtherance of the Corporation’s Certificate of Incorporation, By-Laws, the Code and any other applicable law, and shall not be deemed a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.

[SIGNATURE PAGE FOLLOWS THIS PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

ATTEST:	NU HORIZONS ELECTRONICS CORP.
_____________________________	By:_______________________________
	INDEMNITEE:
	___________________________________
	[___________________]

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CFO PURSUANT TO RULE 13a-14(a) ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kurt Freudenberg, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Nu Horizons Electronics Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 9, 2008

/s/ Kurt Freudenberg

Kurt Freudenberg

Executive Vice President and Chief Financial Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CEO PURSUANT TO RULE 13a-14(a) ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Arthur Nadata, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Nu Horizons Electronics Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 9, 2008

/s/ Arthur Nadata

Arthur Nadata

Chairman of the Board and Chief Executive Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. 1350 ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Kurt Freudenberg, certify that:

The Form 10-Q of Nu Horizons Electronics Corp. for the period ended May 31, 2008 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Nu Horizons Electronics Corp. for the periods presented.

.

/s/ Kurt Freudenberg

Kurt Freudenberg

Executive Vice President and Chief Financial Officer

Date: July 9, 2008

A signed original of this written statement required by Section 906 has been provided to Nu Horizons Electronics Corp. and will be retained by Nu Horizons Electronics Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. 1350 ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Arthur Nadata, certify that:

The Form 10-Q of Nu Horizons Electronics Corp. for the period ended May 31, 2008 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Nu Horizons Electronics Corp. for the periods presented.

/s/ Arthur Nadata

Arthur Nadata

Chairman of the Board and Chief Executive Officer

Date: July 9, 2008

A signed original of this written statement required by Section 906 has been provided to Nu Horizons Electronics Corp. and will be retained by Nu Horizons Electronics Corp. and furnished to the Securities and Exchange Commission or its staff upon request.