10-Q/A

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

                                       OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                              EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                         COMMISSION FILE NUMBER: 1-4482

                             ARROW ELECTRONICS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          NEW YORK                                     11-1806155
- -------------------------------          ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

  50 MARCUS DRIVE, MELVILLE, NEW YORK                                  11747
- ----------------------------------------                             ----------
(Address of principal executive offices)                             (Zip Code)

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common stock, $1 par value: 100,880,925 shares outstanding at October 31, 2003.

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                                EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-Q/A to our quarterly report for
the period ended September 30, 2003 solely for the purpose of amending and
restating Item 4 of Part I, Financial Information. The complete text of Item 4,
as amended is set forth herein. In addition, in connection with the filing of
this Amendment No. 1 and pursuant to Rule 12b-15, we are including certain
currently dated certifications. The remainder of the Form 10-Q is unchanged and
is not reproduced in this Amendment No. 1. The Amendment No. 1 speaks as of the
original filing date of the Form 10-Q and does not reflect events occurring
after the filing of the original Form 10-Q, or modify or update the disclosures
therein in any way other than as required to reflect the amendment set forth
below.



ITEM 4. CONTROLS AND PROCEDURES.

The company's chief executive officer and chief financial officer have evaluated
the effectiveness of the company's disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934 (the "Exchange Act")) as of September 30, 2003. Based on such evaluation,
they have concluded that, as of September 30, 2003, the company's disclosure
controls and procedures were effective to ensure that information required to be
disclosed by the company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the Securities and Exchange
Commission. However, in evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.

There were no changes in the company's internal controls over financial
reporting or in other factors that has or is reasonably likely to materially
affect the company's internal controls over financial reporting during the
period covered by this quarterly report.



                                    SIGNATURE

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 thereunto duly authorized.

                                           ARROW ELECTRONICS, INC.

Date: February 17, 2004                    By: /s/ Paul J. Reilly
                                           -------------------------------------
                                           Paul J. Reilly
                                           Vice President and Chief
                                           Financial Officer



                                    EXHIBITS

Exhibits:

31(i)    Certification of William E. Mitchell, Chief Executive Officer, under
         Section 302 of the Sarbanes-Oxley Act of 2002.

31(ii)   Certification of Paul J. Reilly, Chief Financial Officer, under Section
         302 of the Sarbanes-Oxley Act of 2002.

32(i)    Certification of William E. Mitchell, Chief Executive Officer, under
         Section 906 of the Sarbanes-Oxley Act of 2002.

32(ii)   Certification of Paul J. Reilly, Chief Financial Officer, under Section
         906 of the Sarbanes-Oxley Act of 2002.

EX-31.I

                                                                   EXHIBIT 31(i)

                             ARROW ELECTRONICS, INC.

     CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, William E. Mitchell, Chief Executive Officer, certify that:

1.   I have reviewed this amended quarterly report on Form 10-Q/A of Arrow
     Electronics, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)    designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           registrant, including its consolidated subsidiaries, is made known to
           us by others within those entities, particularly during the period in
           which this report is being prepared;

     b)    evaluated the effectiveness of the registrant's disclosure controls
           and procedures and presented in this report our conclusions about the
           effectiveness of the disclosure controls and procedures, as of the
           end of the period covered by this report based on such evaluation;
           and

     c)    disclosed in this report any change in the registrant's internal
           control over financial reporting that occurred during the
           registrant's most recent fiscal quarter that has materially affected,
           or is reasonably likely to materially affect, the registrant's
           internal control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:

     a)    all significant deficiencies and material weaknesses in the design or
           operation of internal control over financial reporting which are
           reasonably likely to adversely affect the registrant's ability to
           record, process, summarize and report financial information; and

     b)    any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           control over financial reporting.

Date: February 17, 2004                       By:/s/ William E. Mitchell
                                                 -----------------------------
                                                 William E. Mitchell
                                                 President and Chief Executive
                                                 Officer

EX-31.II

                                                                  EXHIBIT 31(ii)

                             ARROW ELECTRONICS, INC.

     CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Paul J. Reilly, Chief Financial Officer, certify that:

1.   I have reviewed this amended quarterly report on Form 10-Q/A of Arrow
     Electronics, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)    designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           registrant, including its consolidated subsidiaries, is made known to
           us by others within those entities, particularly during the period in
           which this report is being prepared;

     b)    evaluated the effectiveness of the registrant's disclosure controls
           and procedures and presented in this report our conclusions about the
           effectiveness of the disclosure controls and procedures, as of the
           end of the period covered by this report based on such evaluation;
           and

     c)    disclosed in this report any change in the registrant's internal
           control over financial reporting that occurred during the
           registrant's most recent fiscal quarter that has materially affected,
           or is reasonably likely to materially affect, the registrant's
           internal control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:

     a)    all significant deficiencies and material weaknesses in the design or
           operation of internal control over financial reporting which are
           reasonably likely to adversely affect the registrant's ability to
           record, process, summarize and report financial information; and

     b)    any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           control over financial reporting.

Date: February 17, 2004                       By:/s/ Paul J. Reilly
                                                 -------------------------
                                                 Paul J. Reilly
                                                 Vice President and Chief
                                                 Financial Officer

EX-32.I

                                                                   EXHIBIT 32(i)

                             ARROW ELECTRONICS, INC.
 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS
        ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the amended quarterly report on Form 10-Q/A of Arrow
Electronics, Inc. (the "company") for the period ended September 30, 2003 (the
"Report"), I, William E. Mitchell, Chief Executive Officer of the company,
certify, pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act
of 2002 (18 U.S.C. Section 1350), that, to the best of my knowledge:

     1.    The Report fully complies with the requirements of Section 13(a) or
           15(d) of the Securities Exchange Act of 1934; and

     2.    The information contained in the Report fairly presents, in all
           material respects, the financial condition and results of operations
           of the company.

Date: February 17, 2004           By: /s/ William E. Mitchell
                                      -----------------------
                                      William E. Mitchell
                                      President and Chief
                                      Executive Officer

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Arrow Electronics, Inc. and will
be retained by Arrow Electronics, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.

EX-32.II

                                                                  EXHIBIT 32(ii)

                             ARROW ELECTRONICS, INC.
 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS
        ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the amended quarterly report on Form 10-Q/A of Arrow
Electronics, Inc. (the "company") for the period ended September 30, 2003 (the
"Report"), I, Paul J. Reilly, Chief Financial Officer of the company, certify,
pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350), that, to the best of my knowledge:

     1.    The Report fully complies with the requirements of Section 13(a) or
           15(d) of the Securities Exchange Act of 1934; and

     2.    The information contained in the Report fairly presents, in all
           material respects, the financial condition and results of operations
           of the company.

Date: February 17, 2004            By: /s/ Paul J. Reilly
                                       -------------------------
                                       Paul J. Reilly
                                       Vice President and
                                       Chief Financial Officer

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Arrow Electronics, Inc. and will
be retained by Arrow Electronics, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.