UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 8-K/A
                                 AMENDMENT NO. 1


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): April 27, 2005
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                             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)

       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-A 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))



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On April 27, 2005, the Registrant furnished a Current Report on Form
         8-K containing a press release announcing the corporation's first
         quarter 2005 earnings. Under Item 2.02, the Form 8-K incorrectly 
         referred to the fourth quarter of 2004. It should have referred to the 
         first quarter of 2005. There is no change to the earnings press release
         that was filed as an exhibit to the 8-K.

         The information in this Current Report on Form 8-K/A is being
         furnished and shall not be deemed "filed" for purposes of Section
         18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
         otherwise subject to the liabilities of that section, nor shall
         it be deemed incorporated by reference in any filing under the
         Securities Act of 1933 or the Exchange Act, regardless of any
         general incorporation language in such 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.


Date:  April 28, 2005                          By:  /s/ Peter S. Brown
                                               ----------------------------
                                               Name:    Peter S. Brown
                                               Title: Senior Vice President