8-K

                                  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 20, 2004

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

                                       N/A

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







Item 9.  Regulation FD Disclosure.

     On February 20, 2004, the Registrant issued a press release announcing the
pricing of 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 20, 2004



                                  EXHIBIT INDEX


The following exhibit is furnished herewith:

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

99.1   Press release issued by Arrow Electronics, Inc., dated February 20, 2004,
       announcing the pricing of common stock in an underwritten public
       offering.

EX-99.1

                                                                    Exhibit 99.1




            ARROW ELECTRONICS PRICES 12 MILLION SHARE EQUITY OFFERING



FOR IMMEDIATE RELEASE



MELVILLE, NEW YORK, February 20, 2004 - Arrow Electronics, Inc. (NYSE:ARW)
announced that it has agreed to sell 12 million shares of its common stock and
expects to close the transaction on February 25, 2004, subject to customary
closing conditions. The shares are being offered to the public at $23.50 per
share and the company expects to receive net proceeds of approximately $272
million assuming that the underwriters' over-allotment option is not exercised.
A portion of the net proceeds of the offering will be used to redeem the
company's 8.70% senior notes due 2005 ($208.5 million outstanding at February
19, 2004) and the remainder of the net proceeds will be used for general
corporate purposes, which may include the redemption or repurchase of the
company's other outstanding indebtedness from time to time.

Joint book runners of the offering are Morgan Stanley & Co. and Credit Suisse
First Boston; Goldman Sachs & Co. is acting as joint lead manager; and Banc of
America Securities LLC and J.P. Morgan are acting as co-managers.

The shares are being offered under a shelf registration statement previously
filed and declared effective with the Securities and Exchange Commission. This
press release shall not constitute an offer to sell nor the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sales would be unlawful prior
to registration or qualification under the securities laws of any such state or
jurisdiction. Copies of the final prospectus relating to the offering may be
obtained from the Prospectus Department, Morgan Stanley, 1585 Broadway, New
York, New York 10036 or from Credit Suisse First Boston LLC, Prospectus
Department, One Madison Avenue, New York, New York 10010-3629, telephone number
212-325-2580.



Arrow Electronics is one of the world's largest distributors of electronic
components and computer products and a leading provider of services to the
electronics industry. Headquartered in Melville, New York, Arrow serves a supply
channel partner for more than 600 suppliers and over 150,000 original equipment
manufacturers, contract manufacturers, and commercial customers through more
than 200 sales facilities and 18 distribution centers in 41 countries.

                                      # # #

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