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)
                                SEPTEMBER 5, 1996



                          KENT ELECTRONICS CORPORATION
                          (Exact name of registrant as
                            specified in its charter)



    TEXAS                           0-14643                         74-1763541  
(State or other                   (Commission                      (IRS Employer
jurisdiction of                   File Number)                   Identification 
incorporation)                                                        Number)   



                                7433 HARWIN DRIVE
                              HOUSTON, TEXAS 77036     
                    (Address of principal executive offices)


                                 (713) 780-7770
                         (Registrant's telephone number,
                              including area code) 


ITEM 5.  OTHER EVENTS

     On September 5, 1996, the registrant issued the press release filed as 
an exhibit to this current report announcing its expected second quarter 
financial results for the fiscal quarter ending September 28, 1996.  In 
addition, the press release announces certain planned cost reductions and 
makes certain forward-looking statements for the third and fourth quarters of 
the fiscal year ending March 29, 1997. The attached press release is 
incorporated herein by reference.


   All forward-looking statements in the press release were made pursuant to 
the safe harbor provisions of the Private Securities Litigation Reform Act of 
1995, and assumptions made by the registrant with respect to such 
forward-looking statements are set forth in the press release.

ITEM 7.  EXHIBITS

     Exhibit 20               Press Release dated September 5, 1996


                                    SIGNATURE


     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.

                                  KENT ELECTRONICS CORPORATION



Dated: September 24, 1996         By:       /s/  STEPHEN J. CHAPKO            
                                      --------------------------------------- 
                                      Stephen J. Chapko
                                      Vice President, Teasurer and Secretary
















                                       -2- 

EX-20

                                 [LOGO] KENT
                                        ELECTRONICS

- -----------------------------------------------------------------------------
                                 NEWS RELEASE
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                                       CONTACT: Stephen J. Chapko
                                                Vice President/Treasurer
                                                713-780-7770


                                                Lynn Morgen/Robert P. Jones
                                                Morgen-Walke Associates
                                                212-850-5600


FOR IMMEDIATE RELEASE

                       KENT ELECTRONICS COMMENTS ON EXPECTED
                              SECOND QUARTER RESULTS


     Houston, Texas, September 5, 1996 -- Kent Electronics Corporation 
(NYSE:KNT) said today that it expects its financial results for the fiscal 
second quarter ending September 28, 1996 to reflect the continued weakness in 
the business environment for electronics manufacturing and distribution. 
Specifically, the Company noted that its contract manufacturing operations 
were being adversely impacted by the deepening severity in the downturn of 
the semiconductor capital equipment sector, resulting in lower-than-expected 
sales and additional pricing pressures. This sector represented approximately 
40% of the Company's contract manufacturing revenues in fiscal 1996.

     As a result of these factors, Kent currently expects revenues for the 
fiscal 1997 second quarter ending September 28, 1996 to be in excess of $100 
million, but less than the $106 million reported for the immediately 
preceding quarter. Net earnings for the same period are expected to be 
slightly greater than $6 million, or approximately $0.24 to $0.25 per share. 
For the second quarter of fiscal 1996, Kent reported revenues of $90 million 
and net income of $6 million, or $0.29 per share. Per share amounts are based 
on approximately 25.2 million shares outstanding in the current period, 
versus 21.0 million in the year-ago quarter.

     Morrie K. Abramson, Chairman and Chief Executive Officer, commented, "As 
a result of the ongoing pricing pressures and their impact on our operating 
margins, we are taking a number of aggressive actions to improve the 
Company's performance within this difficult operating environment. In 
particular, we are further reducing costs across the board, cutting senior 
management compensation, and are implementing


                                   -MORE-




numerous staff reductions. At the same time, we are strengthening our sales 
effort by the continued introduction of our new manufacturing services."

     Mr. Abramson continued, "The combination of our customers' buying 
patterns changing to just-in-time methods and the difficult industry 
conditions have reduced our visibility with respect to future orders. We 
believe, however, that our recent initiatives, combined with Kent's strong 
strategic position in its specialty businesses, will allow us to at least 
maintain second quarter earnings levels in the third and fourth quarters of 
fiscal 1997."

     This press release contains forward-looking information that involves 
risks and uncertainties. The Company is providing this information in view of 
the current heightened concern about the industry's immediate prospects and 
the effect of those general industry conditions on Kent. The forward-looking 
statements, including statements relating to the Company's performance for 
its second quarter and forward, are made pursuant to the safe harbor 
provisions of the Private Securities Litigation Reform Act of 1995. In 
making these forward-looking statements, and in addition to the effects of 
current general industry and economic conditions, we assumed that (i) 
revenues in the second quarter will be below the first fiscal quarter, (ii) 
there will be continued pricing pressures on the Company's operating margins, 
(iii) the manufacturing business may become slightly more concentrated with 
certain customers, and (iv) the manufacturing business will continue to make 
progress transitioning its business to new services for its existing 
customers. There can be no assurance that the above mentioned range of 
estimated revenues and earnings will actually result or that the other 
anticipated developments will occur.

     Kent Electronics is the largest publicly traded specialty electronics 
distributor of interconnection and passive component products in the nation. 
The Company's product lines include: electronic connectors, wire & cable, 
passive and electromechanical products, local area network (LAN) and wide 
area network (WAN) products. Kent's contract manufacturing subsidiary, K*TEC 
Electronics, is among the leading contract manufacturers in the U.S., and the 
nation's largest independent manufacturer of cable assemblies.



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