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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950123-04-001876.txt : 20040217
<SEC-HEADER>0000950123-04-001876.hdr.sgml : 20040216
<ACCEPTANCE-DATETIME>20040217073720
ACCESSION NUMBER:		0000950123-04-001876
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040217
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20040217

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:		04602326

	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>y94296ce8vk.txt
<DESCRIPTION>ARROW ELECTRONICS, INC.
<TEXT>
<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): February 17, 2004

                             ARROW ELECTRONICS, INC.
               (Exact Name of Registrant as Specified in Charter)


                                 NEW YORK 1-4482
                  (State or Other Jurisdiction (Commission File
                            of Incorporation) Number)

                       50 MARCUS DRIVE, MELVILLE, NEW YORK
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (631) 847-2000

                                       N/A

          (Former Name or Former Address, if Changed Since Last Report)


Item 9.     Regulation FD Disclosure

     On February 17, 2004, the Registrant issued a press release announcing the
corporation's plans to issue common stock in an underwritten public offering.  A
copy of the press release is attached hereto as an Exhibit (99.1).

     The information in this 8-K, including the exhibit attached hereto, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section and shall not be deemed incorporated by reference
into any registration statement or other document filed pursuant to the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.


                                   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 hereunto duly authorized.


                             ARROW ELECTRONICS, INC.

                                        By:  /s/ Peter S. Brown
                                             --------------------------
                                             Name:  Peter S. Brown
                                             Title: Senior Vice President
Date: February 17, 2004
<PAGE>
                                  EXHIBIT INDEX


The following exhibit is furnished herewith:

Exhibit        Description
- -------        -----------

99.1        Press release issued by Arrow Electronics, Inc., dated
            February 17, 2004, announcing the corporation's plans to issue
            common stock in an underwritten public offering.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>y94296cexv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    Exhibit 99.1

Arrow Electronics Announces Equity Offering


MELVILLE, NEW YORK, February 17, 2004 -- Arrow Electronics, Inc. (NYSE:ARW)
today announced that it plans to issue 12 million shares of common stock in an
underwritten public offering, with up to an additional 1.8 million shares of
common stock subject to a customary over-allotment option exercisable by the
underwriters. Joint book runners of the offering are Morgan Stanley & Co. and
Credit Suisse First Boston. Goldman, Sachs & Co. is acting as joint lead
manager. A copy of the preliminary prospectus supplement and prospectus may be
obtained from Morgan Stanley, 1585 Broadway, New York, New York 10036,
Attention: Prospectus Department or from Credit Suisse First Boston LLC,
Prospectus Department, One Madison Avenue, New York, New York 10010-3629,
telephone number 212-325-2580.

The shares will be issued pursuant to a shelf registration statement that was
previously filed with the Securities and Exchange Commission and declared
effective. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the shares. The preliminary prospectus
supplement or prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy the shares nor shall there be any sale of these
shares in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such jurisdiction.

Arrow Electronics is one of the world's largest providers of products, services
and solutions to the electronic components and computer products industry.
Headquartered in Melville, New York, Arrow serves as a supply channel partner
for more than 600 suppliers and 150,000 original equipment manufacturers,
contract manufacturers and value-added resellers through 200 sales facilities
and 18 distribution centers in 41 countries and territories.

                                     # # #


Contact: Eileen M. O'Connor
         Vice President, Investor Relations
         631-847-5740


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