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): October 21, 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)

       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 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 October 21, 2004, the Registrant issued a press release announcing the
     corporation's third quarter 2004 earnings. A copy of the press release
     is attached hereto as an Exhibit (99.1).

     The information in this Current Report on Form 8-K and the Exhibit
     attached hereto 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         (c)      EXHIBITS
                  99.1 press release dated October 21, 2004.







                                   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:  October 21, 2004            By:      /s/Peter S. Brown
                                            -----------------
                                            Name:  Peter S. Brown
                                           Title:  Senior Vice President





                                  EXHIBIT INDEX

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

99.1              Press release issued by Arrow Electronics, Inc., dated
                  October 21, 2004.