8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): December 21, 2001

                                     0-14625
                            (Commission File Number)


                              TECH DATA CORPORATION
             (Exact name of registrant as specified in its charter)

                                             

                      FLORIDA                             NO. 59-1578329
 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)




                              5350 TECH DATA DRIVE
                              CLEARWATER, FL, 33760
              (Address of principal executive offices and zip code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (727) 539-7429







ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

      Tech Data Corporation's press release dated December 21, 2001 and attached
hereto as Exhibit 99.4 is incorporated by reference herein.






 ITEM 7.  EXHIBITS



Exhibit No.       Exhibit Title
- -----------       -------------
               
99.1              Press Release of Tech Data Corporation dated December 21, 2001



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 thereunto duly authorized, and in the capacity indicated.



December 21, 2001
     (Date)


TECH DATA CORPORATION


By:  /s/JEFFERY P. HOWELLS
- --------------------------------------------
Jeffery P. Howells
Executive Vice President and
Chief Financial Officer

EX-99.1

                                                                    EXHIBIT 99.1


[TECH DATA LOGO]                                            NEWS

                                                           5350 TECH DATA DRIVE
                                                           CLEARWATER, FL 33760
                                                           (727) 539-7429

FOR IMMEDIATE RELEASE                                      SYMBOL: TECD
Friday, December 21, 2001                                  TRADED: NASDAQ/NMS

         TECH DATA CLOSES SALE OF ADDITIONAL $40 MILLION IN CONVERTIBLE
                             SUBORDINATED DEBENTURES

CLEARWATER, FL. -- Tech Data Corporation today announced that it has completed
the sale of an additional $40,000,000 of Convertible Subordinated Debentures due
2021. Today's closing follows the exercise by the initial purchasers of their
option to purchase additional debentures, bringing the total issuance to
$290,000,000. The company intends to use the proceeds generated from the
offering to reduce indebtedness under the company's revolving credit loans and
for general corporate purposes.

The debentures bear an annual interest rate of 2.00% and, depending on the
market price of the debentures, could be subject to an upward interest rate
adjustment commencing December 15, 2005.

If the closing price of Tech Data common stock on The Nasdaq National Market
exceeds certain levels for a specified period of time, or in certain other
circumstances, the debentures will be convertible into shares of Tech Data
common stock at an initial conversion price of $59.525 per share. This
represents a 25% premium over Tech Data's closing bid price of $47.62 on
December 4, 2001. Debenture holders may put the notes back to Tech Data on
December 15, 2005, December 15, 2009, December 15, 2013 and December 15, 2017.

The debentures and common stock issuable upon conversion have not been
registered under United States or state securities laws and may not be offered
or sold in the United States except to qualified institutional buyers.

FORWARD-LOOKING STATEMENTS

Certain matters discussed in this news release are forward-looking statements,
based on the company's current expectations, that involve a number of risks and
uncertainties. Factors that could cause actual results to differ materially
include the following: the general economy including the length and severity of
the current economic downturn; acts of war or terrorism; business conditions and
growth in the personal computer industry; competitive factors including
compressed gross profit margins; inventory risks due to shifts in market demand;
product availability; changes in product mix; changes in vendor terms and
conditions; labor strikes; fluctuations in foreign currency exchange rates;
income tax legislation; dependence on information systems and dependence on
independent shipping companies. Additional discussion of these and other factors
affecting the company's business and prospects is contained in the company's
periodic filings with the Securities and Exchange Commission, copies of which
can be obtained at the company's investor relations website at www.techdata.com.
All information in this release is as of December 21, 2001. The company
undertakes no duty to update any forward-looking statements herein to actual
results or changes in the company's expectations.

ABOUT TECH DATA

Tech Data Corporation (NASDAQ/NMS: TECD), founded in 1974, is a leading global
provider of IT products, logistics management and other value-added services.
Ranked 95th on the Fortune 500, the company and its subsidiaries serve more than
100,000 technology resellers in the United States, Canada, the Caribbean, Latin
America, Europe and the Middle East. Tech Data's extensive service offering
includes pre- and post-sale training and technical support, financing options
and configuration services as well as a full range of award-winning electronic
commerce solutions. The company generated sales of $20.4 billion for its most
recent fiscal year, which ended January 31, 2001.

FOR MORE INFORMATION CONTACT:
Jeffery P. Howells, Executive Vice President and Chief Financial Officer
727-538-7825 (jhowells@techdata.com)
         or
Danyle L. Anderson, Director of Investor Relations and Shareholder Services
727-538-7866 (danderso@techdata.com)

                                     # # # #