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): July 22, 2004

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


            NEW YORK                    1-4482                11-1806155
  (State or Other Jurisdiction     (Commission File         (IRS Employer
        of Incorporation)               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 12.     Results of Operations and Financial Condition.

     On July 22, 2004, the Registrant issued a press release announcing the
corporation's second quarter 2004 earnings. 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:  July 22, 2004



                                  EXHIBIT INDEX

The following exhibit is furnished herewith:

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

99.1        Press release issued by Arrow Electronics, Inc., dated
            July 22, 2004, announcing the corporation's second quarter
            2004 earnings.