Exhibit 99-A

            Cautionary Statements for Purposes of the "Safe Harbor"
      Provisions of the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for "forward-looking statements" to encourage companies to provide
prospective information, so long as such information is identified as forward-
looking and is accompanied by meaningful cautionary statements identifying
important factors that could cause actual results to differ materially from
those discussed in the forward-looking statement(s). Tech Data Corporation (the
"Company" or "Tech Data") desires to take advantage of the safe harbor
provisions of the Act.

Except for historical information, the Company's Annual Report on Form 10-K for
the year ended January 31, 2002 to which this exhibit is appended, the Company's
quarterly reports on Form 10-Q, the Company's current reports on Form 8-K,
periodic press releases, as well as other public documents and statements, may
contain forward-looking statements within the meaning of the Act.

In addition, representatives of the Company, from time to time, participate in
speeches and calls with market analysts, conferences with investors and
potential investors in the Company's securities, and other meetings and
conferences. Some of the information presented in such speeches, calls, meetings
and conferences may be forward-looking within the meaning of the Act.  The
Company's policies are in compliance with Regulation FD.

It is not reasonably possible to itemize all of the many factors and specific
events that could affect the Company and/or the microcomputer products logistics
industry as a whole.  Specific risk factors may also be communicated at the time
forward-looking statements are made.  The following additional factors (in
addition to other possible factors not listed) could affect the Company's actual
results and cause such results to differ materially from those projected,
forecasted, estimated, budgeted or otherwise expressed in forward-looking
statements made by or on behalf of the Company.

Competition

The Company operates in a highly competitive environment, both in the United
States and internationally. The computer wholesale logistics industry is
characterized by intense competition, based primarily on product availability,
credit availability, price, speed of delivery, ability to tailor specific
solutions to customer needs, quality and depth of product lines and pre-sale and
post-sale training, service and support. The Company competes with a variety of
regional, national and international wholesale distributors, some of which have
greater financial resources than the Company. In addition, the Company faces
competition from direct sales by vendors that may be able to offer resellers
lower prices than the Company.  The Company also faces competition from
companies entering or expanding into the logistics and product fulfillment and
e-commerce supply chain services market.

Narrow Profit Margins

As a result of intense price competition in the industry, the Company has narrow
gross profit and operating profit margins. These narrow margins magnify the
impact on operating results of variations in sales and operating costs. Future
gross profit and operating margins may be adversely affected by changes in
product mix, vendor pricing actions and competitive and economic pressures.

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Risk of Declines in Inventory Value

The Company is subject to the risk that the value of its inventory will decline
as a result of price reductions by vendors or technological obsolescence. It is
the policy of most vendors of microcomputer products to protect distributors,
such as the Company, which purchase directly from such vendors, from the loss in
value of inventory due to technological change or the vendors' price reductions.
Some vendors, however, may be unwilling or unable to pay the Company for
products returned to them under purchase agreements. Moreover, industry
practices are sometimes not embodied in written agreements and do not protect
the Company in all cases from declines in inventory value. No assurance can be
given that such practices to protect distributors will continue, that unforeseen
new product developments will not adversely affect the Company, or that the
Company will be able to successfully manage its existing and future inventories.

Dependence on Information Systems

The Company is highly dependent upon its internal computer and telecommunication
systems to operate its business. There can be no assurance that the Company's
information systems will not fail or experience disruptions, that the Company
will be able to attract and retain qualified personnel necessary for the
operation of such systems, that the Company will be able to expand and improve
its information systems, that the Company will be able to convert to new systems
efficiently, that the Company will be able to integrate new programs effectively
with its existing programs, or that the information systems of acquired
companies will be sufficient to meet the Company's standards or can be
successfully converted into an acceptable information system on a timely and
cost-effective basis. Any of such problems could have an adverse effect on the
Company's business.

Customer Credit Exposure

The Company sells its products to a large customer base of value-added
resellers, corporate resellers, retailers and direct marketers. A significant
portion of such sales are financed by the Company. As a result, the Company's
business could be adversely affected in the event of the deterioration of the
financial condition of its customers, resulting in the customers' inability to
repay the Company. This risk increases because of the general economic downturn
affecting a large number of the Company's customers and in the event the
Company's customers do not adequately manage their business or disclose properly
their financial condition.

Management of Changes in Economic Environment

In previous years, the Company has experienced rapid expansion and is presently
experiencing a general slowdown in the industry. Such changes have resulted in
new and increased responsibilities for management personnel and placed a strain
upon the Company's management, operating and financial systems and other
resources. There can be no assurance that the strain placed upon the Company's
management, operating and financial systems and other resources will not have an
adverse effect on the Company's business.

Liquidity and Capital Resources

The Company's business requires substantial capital to finance accounts
receivable and product inventory that are not financed by trade creditors. The
Company has historically relied upon cash generated from operations, bank credit
lines, trade credit from its vendors, proceeds from public offerings of its
Common Stock and proceeds from debt offerings to satisfy its capital needs and
finance growth. The Company utilizes financing strategies such as receivables
securitization, leases with tax and accounting treatment advantages,
subordinated convertible debentures and revolving credit facilities. The Company
will continue to need additional financing, including debt financing.  The
inability to obtain such sources of capital could have an adverse effect on the
Company's business.


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Acquisitions

As part of its growth strategy, the Company pursues the acquisition of companies
that either complement or expand its existing business. As a result, the Company
regularly evaluates potential acquisition opportunities, which may be material
in size and scope. Acquisitions involve a number of risks and uncertainties,
including expansion into new geographic markets and business areas, the
requirement to understand local business practices, the diversion of
management's attention to the assimilation of the operations and personnel of
the acquired companies, the possible requirement to upgrade the acquired
companies' management information systems to the Company's standards, potential
adverse short-term effects on the Company's operating results and the
amortization or impairment of any acquired intangible assets.

Foreign Currency Exchange Risks; Exposure to Foreign Markets

The Company conducts business in countries outside of the United States which
exposes the Company to fluctuations in foreign currency exchange rates. The
Company may enter into short-term forward exchange or option contracts to hedge
this risk according to its outlook on future exchange rates; nevertheless,
fluctuations in foreign currency exchange rates could have an adverse effect on
the Company's business.

The Company's international operations are subject to other risks such as the
imposition of governmental controls, currency devaluations, export license
requirements, restrictions on the export of certain technology, political
instability, trade restrictions, tariff changes, difficulties in staffing and
managing international operations, changes in the interpretation and enforcement
of laws (in particular related to items such as duty and taxation), difficulties
in collecting accounts receivable, longer collection periods and the impact of
local economic conditions and practices. As the Company continues to expand its
international business, its success will be dependent, in part, on its ability
to anticipate and effectively manage these and other risks. There can be no
assurance that these and other factors will not have an adverse effect on the
Company's business.

Product Supply

The Company is dependent upon the supply of products available from its vendors.
The industry is characterized by periods of severe product shortages due to
vendors' difficulty in projecting demand for certain products distributed by the
Company.  When such product shortages occur, the Company typically receives an
allocation of product from the vendor. There can be no assurance that vendors
will be able to maintain an adequate supply of products to fulfill all of the
Company's customer orders on a timely basis. Failure to obtain adequate product
supplies, if available to competitors, could have an adverse effect on the
Company's business.

Delivery Systems

The Company relies on arrangements with independent shipping companies, such as
Federal Express and United Parcel Service, for the delivery of our products from
vendors and to customers. The failure or inability of these shipping companies
to deliver products, or the unavailability of their shipping services, even
temporarily, could have a material adverse effect on the Company's business. The
Company may also be adversely affected by an increase in freight surcharges due
to rising fuel costs. There can be no assurance that Tech Data will be able to
pass along the full effect of an increase in these surcharges to its customers.

Vendor Relations

The Company relies on various rebate and cooperative marketing programs offered
by its vendors to defray expenses associated with distributing and marketing the
vendors' products. Currently, the rebates and purchase discounts offered by
vendors are influenced by sales volumes and percentage increases in sales, and
are subject to changes by the vendors.  Additionally, certain of the Company's
vendors subsidize floor plan financing arrangements. A reduction by the
Company's vendors in any of these programs, or a significant change in their
offerings, could have an adverse effect on the Company's business.

The Company receives a significant percentage of revenues from products it
purchases from relatively few manufacturers.  Each manufacturer may make rapid,
significant and adverse changes in their sales terms and conditions, or may
merge with or acquire other significant manufacturers.  The Company's gross
margins could be materially and negatively impacted if the Company is unable to
pass through the impact of these changes to our reseller customers or cannot
develop systems to manage ongoing supplier pass through programs.  In addition,
the Company's standard vendor distribution agreement permits termination without
cause by either


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party upon 30 days notice. The loss of a relationship with any of the Company's
key vendors, a change in their strategy (such as increasing direct sales), the
merging of significant manufacturers, or significant changes in terms on their
products may adversely affect the Company's business.

General Economic Conditions

From time to time the markets in which the Company sells its products experience
weak economic conditions that may negatively affect the Company's sales.
Although the Company does not consider its business to be highly seasonal, it
has experienced seasonally higher sales and earnings in the third and fourth
quarters. To the extent that general economic conditions affect the demand for
products sold by the Company, such conditions could have an adverse effect on
the Company's business.  As a result of recent unfavorable economic conditions,
the Company has experienced a reduction in sales.  As these economic conditions
continue or worsen, or if a wider or global economic slowdown occurs, the
Company's business may be impacted adversely.

Business markets generally are recently experiencing a new focus from government
regulators and business partners that is creating a higher level of scrutiny of
business activities.  Such scrutiny may result in strained relations with
business partners or may require additional assurances in order to conduct
business.  These results may increase the transaction costs and may adversely
affect the Company's business.

Exposure to Natural Disasters

The Company's headquarters facilities, certain of its logistics centers as well
as certain vendors and customers are located in areas prone to natural disasters
such as floods, hurricanes, tornadoes, earthquakes and other adverse weather
conditions. The Company's business could be adversely affected should its
ability to distribute products be impacted by such an event.

Labor Strikes

The Company's labor force is currently non-union with the exception of employees
of certain Canadian and European subsidiaries which are subject to collective
bargaining or similar arrangements. Additionally, the Company does business in
certain foreign countries where labor disruption is more common than is
experienced in the United States. The majority of the freight carriers used by
the Company are unionized. A labor strike by a group of the Company's employees,
one of the Company's freight carriers, one of its vendors, a general strike by
civil service employees, or a governmental shutdown could have an adverse effect
on the Company's business.

Volatility of Common Stock

Because of the foregoing factors, as well as other variables affecting the
Company's operating results, past financial performance should not be considered
a reliable indicator of future performance, and investors should not use
historical trends to anticipate results or trends in future periods. In
addition, the Company's participation in a highly dynamic industry often results
in significant volatility of the Common Stock price.  Some of the factors that
may affect the market price of the Common Stock, in addition to those discussed
above, are changes in investment recommendations by securities analysts, changes
in market valuations of competitors and key vendors, and fluctuations in the
stock market price and volume of traded shares generally, but particularly in
the technology sector.

Forecasts

The forecasts of volume and timing of orders are based on many factors and
subjective judgments, and the Company cannot assure that the forecasts are
accurate.  The Company makes many management decisions on the basis of the
forecasts, including the hiring and training of personnel, which represents a
significant portion of our overall expenses. Thus, the failure to generate
revenue according to expectations could have a material adverse effect on the
results of the operations of the Company.


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