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): October 31, 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 8.01         OTHER EVENTS

         On October 31, 2005, Arrow Electronics Taiwan Limited ("Arrow Taiwan"),
         a wholly-owned subsidiary of the Registrant, issued a press release
         announcing that it had launched an all-cash tender offer to acquire up
         to 70% of the outstanding common stock of Ultra Source Technology Corp.
         ("Ultra Source"). In connection with the tender offer, certain key
         members of the board of directors and executive management team of
         Ultra Source (the "Management Team") have agreed to tender their shares
         and to cause the tender or sale of other shares, representing, in the
         aggregate, approximately 40% of the outstanding common stock of Ultra
         Source, including the sale to Arrow Taiwan of a holding company that
         owns approximately 7% of the outstanding common stock of Ultra Source.
         Consummation of the tender offer is subject to the satisfaction of
         certain conditions, including the receipt of certain regulatory
         approvals and the tender of at least 33% of the outstanding common
         stock of Ultra Source, on a fully-diluted basis.

         A copy of the press release announcing the tender offer is attached
         hereto as an Exhibit (99.1).


ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

         (c)      EXHIBITS
                  99.1 press release issued by Arrow Electronics, Inc. dated
                  October 31, 2005.






                                   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:  November 2, 2005                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 31, 2005.

EX-99.1

                                                                    Exhibit 99.1

Arrow Electronics Launches Tender Offer to Acquire up to 70% of Ultra Source
Technology Corp.; One of Taiwan's Leading Components Distributors

    MELVILLE, N.Y.--(BUSINESS WIRE)--Oct. 31, 2005--Arrow Electronics
Taiwan Limited ("Arrow Taiwan"), a wholly-owned subsidiary of Arrow
Electronics, Inc. (NYSE:ARW) in Taiwan, has launched an all-cash
tender offer to acquire a substantial portion of the common stock of
Taiwan-based Ultra Source Technology Corp. (TSE:3020) for a purchase
price of NT$22.50 per share. If the tender offer is successful, it is
anticipated that Arrow Taiwan will directly or indirectly own between
40% and 70% of Ultra Source at its conclusion.
    In conjunction with this tender offer, Arrow Taiwan has entered
into an agreement with key members of the Ultra Source Board of
Directors and executive management team who have agreed to tender
their shares and to cause the tender of other shares, representing, in
aggregate, approximately 40% of the outstanding common shares of Ultra
Source. The Board of Directors of Ultra Source is expected to
recommend that all shareholders of Ultra Source tender their shares.
    "Our partnership with Ultra Source will accelerate the growth of
our leading position in electronics components distribution in this
very important region," said William E. Mitchell, President and Chief
Executive Officer of Arrow Electronics, Inc. "Ultra Source customers
will now have access to our broad and deep line card and Arrow will
gain access to strong local suppliers in the consumer digital
segments. The deep industry experiences of the Ultra Source management
team, led by Mr. M.C. Wen, Chairman, and Mr. Vincent Sung, President,
further strengthens our team," added Mr. Mitchell.
    Ultra Source, which is headquartered in Taipei, Taiwan and has
approximately 200 employees, is one of the leading electronic
components distributors in Taiwan with sales offices and distribution
centers in Taiwan and Hong Kong and substantial sales in the People's
Republic of China. Total 2005 sales are expected to exceed $500
million.
    "We are looking forward to having Arrow become our majority
shareholder," stated Mr. M.C. Wen. "With its rich experience in global
operations, the world's premiere suppliers, vast customer base, and
strong financial resources, Arrow will help Ultra Source accelerate
its growth in Greater China."
    "Taiwan represents an important market not only in itself but also
because it serves as an important gateway into China", said Harriet
Green, President, Arrow Asia/Pacific." "This partnership will create
exciting opportunities for both Ultra Source and Arrow."
    The tender offer will expire at 3:30pm, Taiwan time, on Thursday,
December 1, 2005. Completion of the tender offer is subject to the
receipt of certain regulatory approvals.

    Arrow Electronics is a major global provider of products,
services, and solutions to industrial and commercial users of
electronic components and computer products. Headquartered in
Melville, New York, Arrow serves as a supply channel partner for
nearly 600 suppliers and 150,000 original equipment manufacturers,
contract manufacturers, and commercial customers through a global
network of more than 200 locations in 53 countries and territories.

    Safe Harbor

    The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward-looking statements. This press release
contains forward-looking statements that are subject to certain risks
and uncertainties which could cause actual results or facts to differ
materially from such statements for a variety of reasons including,
but not limited to: industry conditions, changes in product supply,
pricing, and customer demand, competition, other vagaries in the
computer and electronic components markets, changes in relationships
with key suppliers, the effects of additional actions taken to lower
costs, the ability of the company to generate additional cash flow and
the other risks described from time to time in the company's reports
to the Securities and Exchange Commission (including the company's
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q).
Forward-looking statements are those statements, which are not
statements of historical fact. You can identify these forward-looking
statements by forward-looking words such as "expects," "anticipates,"
"intends," "plans," "may," "will," "believes," "seeks," "estimates,"
and similar expressions. Shareholders and other readers are cautioned
not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. The company
undertakes no obligation to update publicly or revise any
forward-looking statements.

    CONTACT: Ira M. Birns, 631-847-1657
             Vice President and Treasurer
             or
             Paul J. Reilly, 631-847-1872
             Senior Vice President & Chief Financial Officer
             or
             Media:
             Jacqueline Strayer, 631-847-2101
             Vice President, Corporate Communications