<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>ex3aiiicertofincorp.txt
<DESCRIPTION>AMENDMENT TO CERTIFICATE OF INCORPORATION
<TEXT>

                       CERTIFICATE OF AMENDMENT

                                   OF

                THE RESTATED CERTIFICATE OF INCORPORATION

                                   OF

                         ARROW ELECTRONICS, INC.

          UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

                              * * * * *

     I, THE UNDERSIGNED, Robert E. Klatell, being the Secretary of Arrow
Electronics, Inc. hereby certify:

1.  The name of the corporation is Arrow Electronics, Inc.

2.  The certificate of incorporation of said corporation was filed in the
Department of State on the 20th day of November, 1946.

3.  (a) The certificate of incorporation is amended to increase the number of
authorized shares of stock from 122,000,000 shares at $1 par value to
162,000,000 shares at $1 par value.  To effect this increase, the certificate
of incorporation is amended to increase the number of authorized shares of
common stock from 120,000,000 to 160,000,000.  The 2,000,000 authorized
shares of preferred stock will remain the same.

    (b) To effect the foregoing, the first paragraph of Article Third
relating to the number of authorized shares of stock is amended to read as
follows:

     "THIRD:  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one hundred sixty-two million
(162,000,000) shares, consisting of:

    (a) Two million (2,000,000) shares of Preferred Stock having a par value
of $1 per share (hereinafter referred to as "Preferred Stock"); and

    (b) One Hundred Sixty Million (160,000,000) shares of Common Stock having
a par value of $1 per share (hereinafter referred to as "Common Stock")."

4. The amendment hereinabove set forth was authorized by unanimous written
consent of the board of directors dated August 21, 2000, followed by the vote
of the holders of a majority of all the outstanding shares entitled to vote
thereon.

     IN WITNESS WHEREOF, we have signed this certificate on the 12th day of
October 2000 and we affirm the statements contained herein as true under
penalties of perjury.

By:   /s/ Robert E. Klatell
      ---------------------
Name: Robert E. Klatell
Title:Secretary

</TEXT>
</DOCUMENT>
