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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000922423-03-001133.txt : 20031017
<SEC-HEADER>0000922423-03-001133.hdr.sgml : 20031017
<ACCEPTANCE-DATETIME>20031017102804
ACCESSION NUMBER:		0000922423-03-001133
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031017
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20031017

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ARROW ELECTRONICS INC
		CENTRAL INDEX KEY:			0000007536
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065]
		IRS NUMBER:				111806155
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04482
		FILM NUMBER:		03944995

	BUSINESS ADDRESS:	
		STREET 1:		25 HUB DR
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		5163911300

	MAIL ADDRESS:	
		STREET 1:		50 MARCUS DR
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>kl10012_8-k.txt
<DESCRIPTION>FORM 8-K CURRENT REPORT
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         ------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

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


        Date of Report (Date of earliest event reported) October 17, 2003


                             Arrow Electronics, Inc.
             (Exact name of registrant as specified in its charter)


                         ------------------------------


                                     1-4482
                            (Commission File Number)


            New York                                        11-1806155
       (State of Incorporation)                           (IRS Employer
                                                         Identification Number)


                                 50 Marcus Drive
                            Melville, New York 11747
              (Address of registrant's principal executive office)


                                 (631) 847-2000
                         (Registrant's telephone number)


                         ------------------------------


<PAGE>


ITEM 7(c)   Exhibits
            --------
99.1  Notice to directors and executive officers, dated October 20, 2003.

ITEM 11.    Temporary  Suspension  of  Trading  Under  Registrant's  Employee
Benefit Plans

On October 17, 2003, Arrow Electronics, Inc. ("Registrant") received
notification pursuant to section 101(i)(2)(E) of the Employee Retirement Income
Security Act of 1974, as amended, that the Arrow Electronics Stock Ownership
Plan ("ESOP") will enter a blackout period in connection with the transfer of
recordkeeping and certain administrative responsibilities for the ESOP to
Fidelity Investments ("Blackout Period"). During the Blackout Period, ESOP
participants will not be able to take in-service withdrawals or any other
distributions of Arrow common stock from the ESOP. The Blackout Period is
scheduled to begin at 4:00 p.m. Eastern Time on Wednesday, November 19, 2003,
and is expected to end after 4:00 p.m. on Friday, December 19, 2003. Any
questions regarding the Blackout Period should be directed to Daniel Hickey,
Vice President, Global Compensation and Benefits, Arrow Electronics, Inc., 50
Marcus Drive, Melville, NY 11747 (631) 847-2559 dhickey@arrow.com.

As required by section 306(a) of the Sarbanes-Oxley Act of 2002, the directors
and executive officers of the Registrant will be notified on October 20, 2003 of
the Blackout Period and the resulting prohibition on purchases, acquisitions,
sales, or transfers of Arrow common stock applicable to directors and executive
officers of the Registrant. A copy of the notice to be provided to the
Registrant's directors and executive officers is attached to this Current Report
as Exhibit 99.1 and is incorporated herein by reference.




                                       2
<PAGE>


                                   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.

                                    Arrow Electronics, Inc.


                                    By: /s/ Peter S.Brown
                                        ------------------------------
                                            Peter S. Brown
                                            Senior Vice President
                                            and General Counsel

Date:  October 17, 2003






                                       3
<PAGE>


                                  Exhibit Index


Exhibit Number          Title                                             Page
- --------------          -----                                             ----

99.1        Notice to directors and executive officers,
            dated October 20, 2003                                          5





                                       4
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>kl10012_ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1 NOTICE OF RESTRICTION
<TEXT>

                              Notice of Restriction
                      on Transactions in Arrow Common Stock


October 20, 2003

To the Directors and Executive Officers of Arrow Electronics, Inc.:

The Arrow Electronics Stock Ownership Plan (the "ESOP") will enter a blackout
period in connection with the transfer of recordkeeping and certain
administrative responsibilities for the ESOP to Fidelity Investments (the
"Blackout Period"). During the Blackout Period, ESOP participants will not be
able to take in-service withdrawals or any other distributions of Arrow common
stock.

The Blackout Period is scheduled to begin at 4:00 p.m. Eastern Time on
Wednesday, November 19, 2003, and is expected to end after 4:00 p.m. on Friday,
December 19, 2003. Under the Sarbanes-Oxley Act of 2002, during the Blackout
Period you may not directly or indirectly purchase or acquire any Arrow common
stock in connection with your service or employment as an officer or director of
Arrow or an affiliate, and you may not directly or indirectly sell or transfer
any Arrow common stock acquired in connection with your service or employment as
an officer or director of Arrow or an affiliate. Stock subject to these
restrictions includes, without limitation, any Arrow stock you (1) withdrew from
the ESOP, (2) received as a grant under the Arrow Electronics, Inc. Restricted
Stock Plan or the Arrow Electronics, Inc. Non-Employee Directors Deferral Plan
or (3) received on the exercise of options under the Arrow Electronics, Inc.
Stock Option Plan or the Arrow Electronics, Inc. 2002 Non-Employee Directors
Stock Option Plan. In addition, you may not exercise any options granted to you
under the Arrow Electronics, Inc. Stock Option Plan or the Arrow Electronics,
Inc. 2002 Non-Employee Directors Stock Option Plan. Any grant or award under any
of the foregoing plans that would have been made during the Blackout Period will
be deferred until after the period ends.

The rule against "indirect" sales or purchases, etc., can extend these
prohibitions to transfers or acquisitions of Arrow common stock by immediate
family members living with you or trusts or other entities in which you have an
interest.

As mentioned, these restrictions only apply to transactions in Arrow common
stock acquired in connection with your service or employment as an officer or
director of Arrow (or any affiliate of Arrow). However, all Arrow stock you own
will be treated as restricted unless you can satisfy rigorous tracing rules,
including those required for income tax purposes, to show that the stock
involved was acquired otherwise.

During the Blackout Period, purchases or sales may continue under any Rule
10b5-1 trading arrangement in effect before you learned of the Blackout Period,
as long as any advance election has not been modified since you have learned of
the Blackout Period. In addition, certain other transfers of Arrow common stock,
such as through a bona fide gift, are permitted.



                                       5
<PAGE>


The penalties for violating theses rules can be severe, and may include both
civil and criminal sanctions. In addition, any profits realized in violation of
these rules may be recovered by the company, including in an action brought by
any stockholder of the company. Before you, any immediate family member living
with you or any trust or other entity in which you have an interest engages in
any acquisition, sale or other disposition of Arrow common stock during this
period, you must consult Peter Brown, Senior Vice-President and General Counsel,
50 Marcus Drive, Melville, NY 11747 (631) 847-5760 pbrown@arrow.com.
                                                   -----------------

Please keep in mind that the expected end of the Blackout Period on December 19,
2003 will in no way affect any other prohibition on trading in Arrow common
stock, including the normal prohibition on trading in Arrow common stock outside
of "open window" periods.

Please direct any questions you have regarding the Blackout Period to Daniel
Hickey, 50 Marcus Drive, Melville, NY 11747 (631) 847-2559 dhickey@arrow.com.
                                                           ------------------



                                       6
<PAGE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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