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): September 14, 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  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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         As previously disclosed, as part of its regular employee and director
         compensation program, Arrow Electronics, Inc. (the "Company") makes
         equity-based awards to employees (including executive officers) and
         directors in accordance with established programs described in the
         Company's proxy statement for its annual stockholders meeting. The
         awards are made pursuant to the stockholder-approved 2004 Omnibus
         Incentive Plan (the "Plan"), a copy of which is on file with the SEC as
         Annex A to the Company's 2004 Proxy Statement. In anticipation of
         future awards of restricted stock under the Plan, pursuant to Item 1.01
         of Form 8-K, the Company is filing herewith a copy of the form of
         individual Restricted Stock Award Agreement typically used in
         connection with such grants.


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.  The following exhibits are filed with this document.

Exhibit Number    Description
- --------------    -----------
10-0              Form of Restricted Stock Award Agreement



                                  EXHIBIT INDEX

Exhibit Number    Description
- --------------    -----------
10-0              Form of Restricted Stock Award Agreement


                                   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:  September 14, 2005                     By:  /s/Peter S. Brown
                                                   -----------------
                                            Name:  Peter S. Brown
                                           Title:  Senior Vice President

EX-10.0

                                                                    EXHIBIT 10-0

                             Arrow Electronics, Inc.
                        Restricted Stock Award Agreement

     THIS AGREEMENT, effective ________ contains the terms of the grant of
Restricted Stock by Arrow Electronics, Inc. ("Arrow"), to XXXXXXXXX ("you")
under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (the "plan").

     The plan and this agreement together provide a complete description of the
terms and conditions governing this restricted stock award. If there is any
inconsistency between the terms of this agreement and the terms of the plan, the
plan's terms will replace the conflicting terms of this agreement. You can only
accept and receive the restricted stock award by signing this agreement and
returning it to us within 30 days of receipt of this agreement. By signing this
agreement, you accept all of its terms. If you do not sign and return this
agreement by the date indicated, your restricted stock award will be forfeited.
The parties agree as follows:

  1. General Grant Information. You have received the following grant of
Restricted Stock:

     a)   Number of Shares of Restricted Stock Granted: XXXX. .

     b)   Date of Grant: ______________

     c)   Vesting Period: The shares of restricted stock may not be sold,
          assigned transferred or otherwise encumbered and are subject to
          forfeiture until the restrictions to which it is subject lapse, (e.g.,
          it vests), as follows (the period during which the Restricted Stock is
          subject to restrictions is the "Restriction Period"):
               1.   Twenty-five percent (25%) of the Restricted Stock will vest
                    on each of the first, second, third, and fourth
                    anniversaries of the date of grant, but only if you are
                    still employed by Arrow (or one of its subsidiaries or
                    affiliates) on the applicable anniversary.
               2.   Any unvested part of the Restricted Stock will vest
                    immediately upon your death, disability, or retirement, but
                    only if you are still employed by Arrow (or one of its
                    subsidiaries or affiliates) at the time of your death,
                    disability, or retirement.
               3.   Any unvested portion of the Restricted Stock will vest
                    immediately upon the termination of your employment by
                    Arrow, or by you for good reason, within two (2) years after
                    a change of control of Arrow. This subsection 3 will not
                    apply, however, if you are terminated by Arrow for cause.
               4.   Any unvested portion of this Restricted Stock will continue
                    to vest during any military leave of absence (as that term
                    is defined in the then current applicable Arrow Employee
                    Handbook).
               5.   If your employment ends for any reason (other than death,
                    disability, retirement, or following a change in control by
                    you for good reason or by the Company for any reason other
                    than cause) before the Restricted Stock fully vests, the
                    unvested portion of the Restricted Stock will be forfeited
                    and there will be no payment or delivery of shares to you
                    related to such forfeited shares of Restricted Stock.
               6.   The terms "cause," "change of control," "disability," "good
                    reason," and "retirement," as used in this Section 1 are
                    defined in Section 8 below.

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  2. Certificate Legend: Each certificate representing Shares of Restricted
Stock granted pursuant to the Plan will be held by Arrow during the Restriction
Period and shall bear the following legend:

     "The sale or other transfer of the shares of stock represented by this
     certificate, whether voluntary, involuntary, or by operation of law, is
     subject to certain restrictions on transfer set forth in the Arrow
     Electronics, Inc. 2004 Omnibus Incentive Plan, rules of administration
     adopted pursuant to such plan, and a Restricted Stock Award Agreement dated
     ___________. A copy of the Arrow Electronics, Inc. 2004 Omnibus Incentive
     Plan, such rules, and such Restricted Stock Award Agreement may be obtained
     from the Secretary of Arrow Electronics, Inc."

  3. Removal of Restrictions: Except as may otherwise be provided herein and
in the Plan, the Restricted Stock awarded pursuant to this Award Agreement shall
become freely transferable upon the date(s) set forth in this Award Agreement.
Once the Restricted Stock is no longer subject to any restrictions, Arrow will
deliver the appropriate number of shares to you without the legend required by
Paragraph 2 of this Award Agreement. Arrow will not have a right of first
refusal with respect to Shares delivered to you under this agreement.

  4. Voting Rights and Dividends. During the Restriction Period, you may
exercise full voting rights and shall accrue all dividends and other
distributions paid with respect to the Shares of Restricted Stock. If any such
dividends or distributions are paid in Shares, the Shares shall be subject to
the same restrictions on transferability as are the Shares of Restricted Stock
with respect to which they were paid

  5. Tax Withholding and Payment. Arrow will have the right to deduct or
withhold, or require you or your beneficiary to remit to Arrow, an amount
sufficient to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this agreement. At your request, and with the consent of
the Committee, Arrow may also satisfy such tax requirements by withholding
Shares with a sufficient dollar value (based on the price of shares at the time
of the withholding.)

  6. Administration. This agreement and your rights under it are subject to all
the terms and conditions of the Plan, as the same may be amended from time to
time, as well as to whatever rules and regulations the Committee may adopt for
the administration of the Plan. You acknowledge that the Committee is
authorized to administer, construe, and make all determinations it deems
necessary or appropriate to the administration of the Plan and this agreement,
all of which will be binding on you. Any inconsistency between this agreement
and the Plan will be resolved in favor of the Plan. The full text of the plan,
the terms of which are hereby incorporated by reference into this agreement, is
available at http://www.planetarrow.com/global/omnibus_incentive_plan.pdf. With
the approval of Arrow's Board of Directors, the Committee may terminate, amend,
or modify the plan itself, but no such termination, amendment, or modification
of the plan may in any way adversely affect your rights under this Agreement
without your written consent. In the event there is a change to Arrow's stock,
whether as a result of dividend payments, recapitalization, stock splits,
merger, consolidation, exchange of shares, or otherwise, the number and class of
shares subject to this Restricted Stock award, may (but need not be) equitably
adjusted by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights.

  7. Miscellaneous.

  a) This is not an employment contract, and it does not create or evidence any
    right to continued employment by Arrow. Unless you have a separate, specific
    agreement, in writing, expressly on the subject, you remain employed at
    will, which means that either you or Arrow can terminate your employment at
    any time.

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  b) You may not sell, give or otherwise transfer any interest in the Restricted
    Stock granted to you under this agreement, other than by will or by the laws
    of descent and distribution.

  c) This Agreement will be governed by, and construed in accordance with the
    laws of the State of New York. The provisions of this agreement are
    severable and if any one or more provisions are determined to be illegal or
    otherwise unenforceable, in whole or in part, the remaining provisions will
    nevertheless be binding and enforceable. You, any person claiming under or
    through you, and Arrow hereby waive to the fullest extent permitted by
    applicable law any right to a trial by jury with respect to any litigation
    directly or indirectly arising out of, under, or in connection with the Plan
    or this agreement.

  8. Definitions. For purposes of this agreement, the following terms will have
the meanings set forth below:

  a) It will be deemed to have been for "cause" if the committee determines, in
    its sole discretion, that you are terminated because you: (i) intentionally
    fail to perform your duties for Arrow and that failure continues after you
    receive written warning concerning your failure to perform (this does not
    mean a mere failure to attain financial goals); (ii) engage in illegal
    conduct or gross misconduct which is significantly and demonstrably
    injurious to Arrow; or (iii) you have violated any provision of Arrow's
    Worldwide Code of Business Conduct and Ethics or of any other written
    agreement you may have with Arrow. With respect to Non-employee Directors,
    "cause" is as defined by Arrow's bylaws.

  b) "Change of Control" means any of the following events: (i) any Person (as
    defined in the plan) is or becomes the "beneficial owner" (as defined in
    Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or more
    of the combined voting power of Arrow's outstanding shares or other
    securities ordinarily having the right to vote at elections of the directors
    of Arrow ("Voting Securities"), without the prior express approval of
    Arrow's then incumbent Board of Directors; or (ii) individuals who
    constitute the Board on the date of this agreement (and/or individuals whose
    subsequent nomination or election received the approval of at least three
    quarters of the then incumbent Board) cease for any reason to constitute at
    least a majority of the Board; or (iii) any other transaction determined by
    the Committee to constitute a Change of Control. In no event, however, will
    a change in control be deemed to have occurred for purposes of this
    Agreement by virtue of any transaction which results in one or more
    executive officers of Arrow (as defined in Rule 3b-7 under the Exchange
    Act), or a group of Persons which includes one or more executive officers of
    Arrow, acquiring, directly or indirectly, 30% or more of the combined voting
    power of Arrow's Voting Securities.

  c) "Disability" means your total and permanent disability as determined by the
    Committee.

  d) Arrow may add to, subtract from, or otherwise change your duties and
    responsibilities, or change your title, or relocate you at any time. You
    will have "good reason" to terminate your employment only if such action is
    taken during the two year period following a Change of Control and only if
    any such action substantially lessens your responsibilities or compensation,
    or involves a move of more than 50 miles, and Arrow does not rescind any
    such changes within thirty days after your written request

  e) "Retirement" means your retirement under a retirement plan of Arrow, or one
    of its subsidiaries or affiliates, at or after your normal retirement age
    or, with the written consent of the Committee, at an early retirement date.

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     The parties have entered into this agreement as of the date first written
above by signing where indicated below.

Arrow Electronics, Inc.



By:
     -----------------------
     SVP and General Counsel



- ----------------------------
Arrow Executive

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