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
                                                        ------------------


                             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