-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Smt5638QJa19keBbmthPiZzum6XdD5jMoo0+tKlY7bXh16UQhiJ8nyItCCqALfqx
 +oEF7nhngY/W3f4B4NHAPg==

<SEC-DOCUMENT>0001157523-05-002670.txt : 20050318
<SEC-HEADER>0001157523-05-002670.hdr.sgml : 20050318
<ACCEPTANCE-DATETIME>20050318170045
ACCESSION NUMBER:		0001157523-05-002670
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050316
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050318
DATE AS OF CHANGE:		20050318

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:		05692268

	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>a4846754.txt
<DESCRIPTION>ARROW ELECTRONICS 8-K
<TEXT>

                       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): March 16, 2005


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


          NEW YORK                   1-4482                11-1806155
- --------------------------------------------------------------------------------
 (State or Other Jurisdiction     (Commission            (IRS Employer
      of Incorporation)           File Number)         Identification No.)


50 MARCUS DRIVE, MELVILLE, NEW YORK                          11747
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                   (Zip Code)


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


                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     20.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


ITEM 1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On March 16, 2005, Arrow Electronics, Inc. (the "Company") entered into an
amendment (the "Amendment") to that certain employment agreement dated as of
February 3, 2003, by and between the Company and William E. Mitchell. The
Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.


ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS

             (a)   Financial Statements of Business Acquired:

                   Not applicable.

             (b)   Pro Forma Financial Information:

                   Not applicable.

             (c)   Exhibits:

                   EXHIBIT NO.                   DESCRIPTION
                   -----------                   -----------

                      10.1         Amendment dated March 16, 2005 to Employment
                                   Agreement, dated as of February 3, 2003, by
                                   and between the Company and William E.
                                   Mitchell



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             ARROW ELECTRONICS, INC.


Date: March 18, 2005                         By: /s/ Peter S. Brown
                                                 -------------------------------
                                             Name: Peter S. Brown
                                             Title: Senior Vice President and
                                                    General Counsel




                                       2
<PAGE>


                                  Exhibit Index


   EXHIBIT NO.                   DESCRIPTION                              PAGE
   -----------                   -----------                              ----

      10.1         Amendment dated March 16, 2005 to Employment            4
                   Agreement, dated as of February 3, 2003, by and
                   between the Company and William E. Mitchell




                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a4846754ex101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    EXHIBIT 10.1

                                  AMENDMENT TO
                          EMPLOYMENT AGREEMENT BETWEEN
                           ARROW ELECTRONICS, INC. AND
                               WILLIAM E. MITCHELL


     This AMENDMENT dated as of the 16th day of March, 2005 (the "Amendment") to
the Employment Agreement (the "Employment Agreement") dated as of February 3,
2003 by and between ARROW ELECTRONICS, INC., a New York corporation (the
"Company"), and WILLIAM E. MITCHELL (the "Executive") is made and entered into
by and between the Company and the Executive.

     WHEREAS, the Company and the Executive wish to modify the Employment
Agreement to provide for the employment period to end on March 31, 2009, to
provide for the Company to pay the Executive $100,000 each year to cover club
dues, automobile and local transportation expenses, tax preparation and
financial planning expenses and other expenses, and to clarify the Employment
Agreement in certain other respects;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Company and the Executive agree that the Employment
Agreement is hereby amended as follows:

     1. Paragraph 2 is amended by adding the following subparagraph (i) at the
end thereof:

     "i) Annual Payment for Other Expenses. On or before March 31, 2005 and by
     January 31 of each succeeding calendar year during the Employment Period,
     the Company will pay the Executive the sum of $100,000 to cover the
     Executive's club dues, automobile and local transportation expenses, tax
     preparation and financial planning expenses, and other expenses of the
     Executive. Such payments will not be considered as compensation that is
     taken into account for purposes of determining the Executive's benefits
     under any of the Company's pension plans."

     2. Paragraph 3 is amended to read in its entirety as follows:

     "3. The Employment Period.

     The 'Employment Period,' as used in this Agreement, shall mean the period
beginning as of the date hereof and terminating on the last day of the calendar
month in which the first of the following occurs:

          (a) the death of the Executive;

          (b) the disability of the Executive as determined in accordance with
          Paragraph 4 hereof and subject to the provisions thereof;


                                       4
<PAGE>

          (c) the termination of the Executive's employment by the Company for
          cause in accordance with Paragraph 5 hereof;

          (d) the termination of the Executive's employment by the Company
          without cause in accordance with Paragraph 7 hereof or a termination
          of employment by the Executive pursuant to Paragraph 1(b) hereof
          entitling the Executive to the benefits described in Paragraph 7
          hereof;

          (e) the voluntary termination of employment by the Executive; or

          (f) March 31, 2009."

     3. The first sentence of Paragraph 7 is amended to read in its entirety as
follows:

"In the event that the Company discharges the Executive without cause, the
Executive shall be entitled to (i) a severance benefit equal to 100% of his
annual base salary provided in Paragraph 2(a) at the rate in effect on the date
of termination of his employment plus 100% of such annual base salary in place
of the incentive provided in Paragraph 2(b), and (ii) the vesting of any
restricted stock awards and the immediate exercisability of any stock options,
as well as his rights under Paragraph 4, which would have vested or become
exercisable during the full Employment Period (which, in that event, shall
continue until the then scheduled termination date unless sooner terminated by
the Executive's disability or death), and the Company shall have no right to set
off payments due the Executive with any amounts he may earn from gainful
employment elsewhere."

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.


ATTEST:                                      ARROW ELECTRONICS, INC.

By: /s/ Peter S. Brown                       By: /s/ B.W. Perry
    ------------------                           --------------
Secretary


                                             THE EXECUTIVE

                                             By: /s/ William E. Mitchell
                                                 -----------------------
                                                 William E. Mitchell


                                       5
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
