8-K

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): AUGUST 12, 2002

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

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

25 HUB DRIVE, MELVILLE, NEW YORK

(Address of Principal Executive Offices)


Registrant's telephone number, including area code: (516) 391-1300

N/A

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

Item 9. Regulation FD Disclosure

      On August 12, 2002, each of the Principal Executive Officer, Stephen P. Kaufman, and Principal Financial Officer, Paul J. Reilly, of Arrow Electronics, Inc. submitted to the SEC sworn statements pursuant to Securities and Exchange Commission Order No. 4-460.

      A copy of each of these statements is attached hereto as an Exhibit (99.1 and 99.2).

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

                                  EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit          Description

99.1        Statement Under Oath of Principal Executive Officer dated July 31, 2002

99.2        Statement Under Oath of Principal Financial Officer dated July 31, 2002

EX-99

Exhibit 99.1

Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Stephen P. Kaufman, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Arrow Electronics, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

• Annual Report of Arrow Electronics, Inc. on Form 10-K for the year ended December 31, 2001;
• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Arrow Electronics, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and
• any amendments to any of the foregoing.

/s/Stephen P. Kaufman                          Subscribed and sworn to
Stephen P. Kaufman                             before me this 12th day of
August 12, 2002                                August 2002

                                               /s/Pamela Marino
                                               Pamela Marino
                                               Notary Public

                                              My Commission Expires: 6/19/03

EX-99

Exhibit 99.2

Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Paul J. Reilly, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Arrow Electronics, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

• Annual Report of Arrow Electronics, Inc. on Form 10-K for the year ended December 31, 2001;
• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Arrow Electronics, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and
• any amendments to any of the foregoing.

/s/ Paul J. Reilly                             Subscribed and sworn to
Paul J. Reilly                                 before me this 12th day of
August 12, 2002                                 August 2002



                                               /s/ Pamela Marino
                                                Pamela Marino
                                               Notary Public

                                              My Commission Expires: 6/19/03