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) February 12, 1996.

                       AVNET, INC.                  
  (Exact Name of Registrant as Specified in its Charter)

                         New York                   
      (State or Other Jurisdiction of Incorporation)


  1-4224                                11-1890605          
(Commission File Number) (I.R.S. Employer Identification No.)


80 Cutter Mill Road, Great Neck, New York      11021       
(Address of Principal Executive Offices)     (Zip Code)


Registrant's telephone number, including area code (516) 466-7000 


                            N/A

Former Name or Former Address if Changed Since Last Report)

                                                                    
  

[ITEMS]
Item 5.   Other Events.

     The Registrant has adopted an employee stock option plan which was
approved by the Registrant's shareholders at the Annual Meeting of
Shareholders, held November 16, 1995.  In addition, the Board of
Directors of the Registrant adopted an amendment to by-law number 31. 
The by-laws as amended November 16, 1995 and the Avnet, Inc. 1995 Stock
Option Plan are filed as Exhibits hereto.

[ITEMS]
Item 7.   Financial Statements, Pro Forma Financial Information and
Exhibits.
          (a)  Inapplicable.

          (b)  Inapplicable.

          (c)  Exhibits:

          3(ii)By-laws of the Registrant as currently in effect.

          10   Avnet, Inc. 1995 Stock Option Plan.

No other item of this report form is presently applicable to the
registrant.



















                       EXHIBIT INDEX

Number

3(ii)By-laws of the Registrant as currently in effect.

10   Avnet, Inc. 1995 Stock Option Plan.

                     S I G N A T U R E




          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.






                                   AVNET, INC.
                                   (Registrant)



                              By:  s/Raymond Sadowski      
                                   Raymond Sadowski
                                   Senior Vice President and
                                   Chief Financial Officer 

Date: February 12, 1996 

EX-3

                        AVNET, INC.



                                         

                          BY-LAWS

                                         










          (As revised through November 16, 1995)









                        BY-LAWS

                          OF

                      AVNET, INC.


                        Offices

          1.   The Principal office of the corporation
shall be in the Town of Great Neck, County of Nassau,
State of New York.

          2.   The corporation may also have offices and
places of business at such other places, within or
without the State of New York, as the Board of Directors
may from time to time determine or the business of the
corporation may require.

                Stockholder's Meetings

          3.   All meetings of the stockholders shall be
held at such place within or without the State of New
York as shall be stated in the notice of the meeting or
in a duly executed waiver of notice thereof.

          4.   An annual meeting of the stockholders
shall be held in November or December of each year on a
date to be selected by the Chairman of the Board at least
60 days before such meeting or, in the event the Chairman
of the Board shall not make such selection by the date
indicated, on the last Wednesday in November or December
of each year, at which meeting and at any special meeting
in lieu of an annual meeting, the stockholders shall
elect by a plurality vote of all shares entitled to vote
thereat, taken by ballot, a Board of Directors and
transact such other business as may properly come before
the meeting.

          5.   Written notice of every meeting of
stockholders, stating the purpose or purposes for which
the meeting is called, the date, hour and place of the
meeting and, with respect to special meetings, by or at
whose direction it is being issued, shall be served
either personally or by mail upon each stockholder
entitled to vote at such meeting, not less than ten (10)
nor more than fifty (50) days before the meeting, at such
address as appears for such stockholder on the books of
the corporation, unless he shall have filed with the
Secretary of the corporation a written request that
notices intended for him be mailed to some other address,
in which case it shall be mailed to the address
designated in such request.  Notice of all meetings may
be waived by any stockholder in writing or by attendance
at such meeting in person or by proxy.

          6.   Special meetings of the stockholders for
any purpose or purposes, unless otherwise prescribed by
statute or the certificate of incorporation, may be
called by resolution of the Board of Directors or by the
Chairman of the Board, and shall be called by the
Chairman of Board, the President or the Secretary at the
request in writing by stockholders owning 75% in amount
of the capital stock issued and outstanding and entitled
to vote thereat.  Such request (i) shall be served upon
the Chairman of the Board, the President or the Secretary
at the Corporation's principal office in the State of New
York by registered or certified mail, return receipt
requested, (ii) shall set forth the name and address of
each stockholder requesting that a special meeting be
called and the class, series and number of shares held by
each such stockholder (iii) if made by an agent of any
stockholder, shall include a certification of such agent
setting forth the source of his authority to act for such
stockholder, and (iv) shall state with particularity the
purpose or purposes of the proposed meeting including,
but not limited to, a description of the various acts and
proceedings to be approved or ratified at such meeting. 
Business transacted at all special meetings shall be
confined to the purposes stated in the notice of meeting. 
Upon such written request made in conformity with the
requirements set forth herein, the Chairman of the Board,
President or Secretary shall serve a notice of meeting as
prescribed by statute and as may be set forth in the
certificate of incorporation or these by-laws, and shall
therein fix a date for the meeting which shall be no more
than ninety (90) days after receipt of such written
request.

          7.   The holders of a majority of the capital
stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall
be requisite and shall constitute a quorum at all
meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by
the certificate of incorporation or by these by-laws. 
When a quorum is once present or represented to organize
a meeting, it shall not be deemed broken by the
subsequent withdrawal of one or more stockholders.

          8.   If a quorum shall not be present or
represented, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without
notice other than announcement at the meeting of the time
and place to which the meeting shall be adjourned until
a quorum shall be present or represented.  At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might
have been transacted at the meeting as originally called.

          9.   When a quorum is once present or
represented at any meeting, the vote of the holders of a
majority of the stock entitled to vote thereat present in
person or represented by proxy, shall decide any question
and authorize any action by the corporation (other than
the election of directors) considered by such meeting,
unless the question is one upon which by express 
provision of the statutes or of the certificate of
incorporation or of these by-laws, a different vote is
required in which case such express provision shall
govern and control the decision of such question.  

          10.  Each stockholder of record having the
right to vote shall be entitled at every meeting of the
stockholders of the corporation to one vote for each
share of stock entitled to vote standing in the name of
such stockholder on the books of the corporation, and
such votes may be cast either in person or by written
proxy.

          11.  Every proxy must be dated and executed in
writing by the stockholder or by his duly authorized
attorney.  No proxy shall be valid after the expiration
of eleven months from the date of its execution unless it
shall have specified therein its duration.  Every proxy
shall be revocable at the pleasure of the person
executing it or of his personal representatives or
assigns, unless it is an irrevocable proxy which complies
with the laws of the State of New York.

                       Directors

          12.  The number of directors of the corporation
shall be fixed by the Board of Directors, and may be
increased or decreased from time to time by a majority
vote of the then number of directors, but the number of
directors shall not in any event be less than three. 
Only one of said directors shall be required to be a
stockholder and only one shall be required to be a
citizen of the United States and a resident of the State
of New York.  Directors shall be elected by a plurality
vote at the Annual Meeting of Stockholders or at any
meeting of stockholders held in lieu of such Annual
Meeting, which meeting, for the purposes of these by-
laws, shall be deemed the Annual Meeting, and at such
meeting each director shall be elected to serve until the
next Annual Meeting and until his successor shall be
elected and shall qualify.  No decrease in the number of
directors shall become effective if the tenure of any
director then in office would be terminated thereby.  If
the number of directors be increased, the additional
directors may be elected by a majority of the directors
then in office, to hold office until the next Annual
Meeting and until their respective successors shall be
elected and shall qualify.

          13.  If the office of any director or directors
becomes vacant for any reason, the directors in office,
whether or not constituting a quorum, by affirmative vote
of a majority thereof, may choose a successor or
successors who shall hold office for the unexpired term
in respect to which such vacancy occurred or until the
next election of directors, or any vacancy may be filled
by the stockholders at any meeting thereof.

               Any director may be removed at any time
with or without cause at any meeting of the stockholders
by the vote of the holders of a majority of the shares
then issued and outstanding and who are entitled to vote
for the election of directors except as otherwise
provided in Section 706 (c) (2) of the Business
Corporation Law of the State of New York, and any vacancy
so created shall be filled by the stockholders.

               Any director of the corporation may resign
at any time by giving written notice to the Chairman of
the Board or Secretary of the corporation.  Such
resignation shall take effect on the date of the receipt
of such notice or at any later date specified therein,
and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it
effective.

          14.  The business of this corporation shall be
managed by its Board of Directors which may exercise all
such powers of the corporation and do all such lawful
acts and things as are not by statute or by the
certificate of incorporation or by these by-laws required
to be exercised or done by the stockholders.

          15.  The directors may hold their meetings,
both regular and special, at the office of the
corporation, or at such other places, either within or
without the State of New York, as they may from time to
time determine.

          16.  Regular meetings of the Board may be held
without notice at such time and place as shall from time
to time be determined by resolution of the Board.

          17.  Special meetings of the Board may be
called by the Chairman of the Board on one day's notice
to each director either personally or by mail or by
telegram; special meetings shall be called by the
Chairman of the Board or Secretary in a like manner on
the written request of two directors.  Notice of any
special meeting need not specify the purpose or purposes
of such meeting and may be waived by any director by
written waiver or by personal attendance thereat.

          18.  At any meeting at which every member of
the Board of Directors shall be present, though held
without notice, any business may be transacted which
might have been transacted if the meeting had been duly
called.

          19.  At all meetings of the Board the presence
of a majority of the entire number of directors shall be
necessary to constitute a quorum for the transaction of
business.  Any one or more directors may participate in
any meeting of the Board by means of a conference
telephone or similar communications equipment allowing
all persons participating in the meeting to hear each
other at the same time, and participation by such means
shall constitute presence in the meeting for all purposes
of these by-laws.

          20.  Any act of a majority present at a
meeting, at which there is a quorum, shall be the act of
the Board of Directors, except as may be otherwise
specifically provided by statute or by the certificate of
incorporation or by these by-laws.

          21.  If a quorum shall not be present at any
meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum
shall be present.

          22.  All contracts between the corporation and
any of its directors or between the corporation and any
person, firm or corporation with which such director is
associated must be approved by a majority of the whole
Board of Directors excluding the vote of the interested
director.

                Committees of Directors

          23.  The Board of Directors may, by resolution
or resolutions passed by a majority of the whole Board,
appoint any former outside director to be a Director
Emeritus and to remain so at the pleasure of the Board
until such Director Emeritus reaches the mandatory
retirement age under the Corporation's Outside Directors
Retirement Plan.  Directors Emeritus may be invited to
attend meetings of the Board or any committee of the
board, and to participate in discussions at such meetings
but shall not be entitled to vote or to serve as a member
of the Board or any committee thereof.  Directors
Emeritus shall not be entitled to receive annual fees or
meeting fees.
 
          24.  The Board of Directors may, by resolution
or resolutions passed by a majority of the whole Board,
designate one or more committees, each committee to
consist of three or more of the directors of the
corporation, which, to the extent provided in said
resolution or resolutions, shall, except as otherwise
provided by statute, have and may exercise the powers of
the Board of Directors in the management of the business
and affairs of the corporation, and may have power to
authorize the seal of the corporation to be affixed to
all papers which may require it.  Such committee or
committees shall have such name or names as may be
determined from time to time by resolution adopted by the
Board of Directors.

          25.  The committees so designated shall take
such actions as may be appropriate to carry out the
functions provided in the respective resolutions of the
Board designating such committees.  Such actions may be
taken or evidenced by written instrument executed by all
members of any particular committee, or may be taken at
meetings at which a majority of the designated number of
members shall be present.  Members of any committee may
participate in meetings of that committee by means of a
conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear
each other at the same time, and participation by such
means shall constitute presence in the meeting.  The
several committees shall report their proceedings to the
Board of Directors and to the Chairman of the Board as
required from time to time.

               Compensation of Directors

          26.  Directors, as such, shall not receive any
stated salary for their services, but, by resolution of
the Board, a fixed annual fee, or a fixed fee per meeting
attended, and expenses of attendance, if any, may be
allowed to those directors who are not officers or
employees of the corporation or any of its subsidiaries;
provided that nothing herein contained shall be construed
to preclude any director form serving the corporation in
any other capacity and receiving compensation therefor.

          27.  Members of special or standing committees
of the Board of Directors, whether or not officers and
employees of the corporation or its subsidiaries, may be
allowed additional compensation of the same type in such
manner and amounts as the Board of Directors shall fix.

                   Waiver of Notice

          28.  Whenever by statute, the provisions of the
certificate of incorporation or these by-laws, notice is
required to be given to any stockholder or director,
personal notice may be given but such notice may also be
given in writing by first-class mail, postage prepaid, or
by straight telegram addressed to such stockholder or
director at his address as the same appears on the books
of the corporation (except as otherwise provided in these
by-laws), and such notice shall be deemed to be given at
the same time when the same shall be thus mailed or
telegraphed.

               Whenever by statute, the provisions of the
certificate of incorporation or these by-laws, the
stockholders or the Board of Directors are authorized to
take any action after notice, such notice may be waived,
in writing, before or after the holding of the meeting,
by the person or persons entitled to such notice, or, in
the case of a stockholder, by his attorney thereunto
authorized.  In addition, any stockholder attending a
meeting of stockholders in person or by proxy without
protesting prior to the conclusion of the meeting the
lack of notice thereof to him, and any director attending
a meeting of the Board of Directors without protesting
prior to the meeting or at its commencement such lack of
notice, shall be conclusively deemed to have waived
notice of such meeting.

                       Officers

          29.  The officers of the corporation shall be
a Chairman of the Board of Directors, a President, a
Secretary, a Treasurer, a Controller and such Vice
Chairman of the Board, Executive Vice Presidents, Senior
Vice Presidents and Vice Presidents, Assistant
Secretaries, Assistant Treasurers as the Board of
Directors may, from time to time, appoint.  Any officer
may hold more than one office, except that the offices of
President and Secretary may not be held by the same
person.

          30.  The directors, immediately after each
annual meeting of stockholders, shall elect from their
number a Chairman of the Board of Directors and shall
also choose a President, a Secretary, a Treasurer and a
Controller who need not be members of the Board.

          31.  The Board may elect or appoint such other
officers, agents and employees as it shall deem necessary
who shall have such authority and shall perform such
duties as from time to time shall be prescribed by the
Board. The Executive Incentive and Compensation Committee
shall fix the compensation of  (i) executives whose total
annual salary and bonus compensation exceeds, or is
anticipated to exceed, $500,000 in any fiscal year and
(ii) the Chief Executive Officer and the four most highly
compensated executive officers other than the Chief
Executive Officer whether or not the total annual salary
and bonus compensation of each such executive officer
exceeds, or is anticipated to exceed, $500,000 in a
fiscal year.

          32.  The officers of the corporation shall hold
office until the meeting of the Board of Directors
following the next annual meeting of stockholders and
until their successors have been elected or appointed and
qualified.  Any officer elected or appointed by the Board
of Directors may be removed, with or without cause, at
any time by the affirmative vote of a majority of the
directors then in office.  If the office of any officer
becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.

               The Chairman of the Board

          33.  The Chairman of the Board shall be the
Chief Executive Officer of the corporation.  He shall
have general charge, control and supervision of all the
business and affairs of the corporation, subject to the
control of the Board of Directors.  He shall have power
to execute on behalf of the corporation, contracts,
conveyances and other instruments, except in cases where
the signing, execution or delivery thereof shall be
expressly delegated by the Board or by these by-laws to
some other officer or agent of the corporation or where
such documents shall be required by law otherwise to be
signed, executed or delivered, and he may affix the seal
of the corporation to any instrument which shall require
it, unless such seal shall have been affixed by the
Secretary or any Assistant Secretary.  Except as may be
otherwise provided by or pursuant to these by-laws, he
shall be ex-officio a member of all committees of the
Board of Directors, except for the Audit Committee and
the Executive Incentive and Compensation Committee.  He
shall also perform such other duties as may be assigned
to him from time to time by the Board of Directors.  He
shall preside at all meetings of the Board of Directors
and of the stockholders.  He shall see that all orders
and resolutions of the Board of Directors are carried
into effect.  He shall have power to appoint and fix the
compensation of all employees and agents of the
corporation whose appointment and compensation are not
otherwise provided for; and to remove or suspend such
employees and agents as shall not have been appointed by
the Board of Directors.  He shall make or cause to be
made a report to the stockholders and to the Board of
Directors on all matters within his knowledge which in
his judgment the interests of the corporation may require
to be brought to their notice.  Whenever in these by-laws
the term "Chairman of the Board" is mentioned or referred
to, it shall mean the Chairman of the Board of Directors
of this corporation.

              Vice Chairman of the Board

          34.  The Vice Chairman, if any, shall have such
powers and perform such duties as may be assigned to him
from time to time by the Board of Directors or the
Chairman of the Board.  He shall, in the absence of the
Chairman of the Board, preside at all meetings of
stockholders and directors.  He shall have power to
execute, on behalf of the corporation, contracts,
conveyances and other instruments, except in cases where
the signing or execution or delivery thereof shall be
expressly delegated by the Board or by these by-laws to
some other officer or agent of the corporation or where
such documents shall be required by law otherwise to be
signed, executed or delivered, and he may affix the seal
of the corporation to any instrument which shall require
it, unless such seal shall have been affixed by the
Secretary or an Assistant Secretary.

                     The President

          35.  The President shall have such powers and
perform such duties as may be assigned to him from time
to time by the Board of Directors or the Chairman of the
Board.  The President shall report directly to the
Chairman of the Board.  In the absence of the Chairman of
the Board or in case the office of Chairman of the Board
is vacant because of death or other cause, the President
shall have the authority to exercise the powers and
perform the duties of the Chairman of the Board, except
to the extent otherwise provided by these by-laws and
except insofar as such powers shall be limited by
resolution of the Board of Directors.  Except as may be
otherwise provided by or pursuant to these by-laws, he
shall be ex-officio a member of all committees of the
Board of Directors, except for the Audit Committee and
the Executive Incentive and Compensation Committee.  He
shall have power to execute, on behalf of the
corporation, contracts, conveyances and other
instruments, except in cases where the signing, execution
or delivery thereof shall be expressly delegated by the
Board or by these by-laws to some other officer or agent
of the corporation or where any of them shall be required
by law otherwise to be signed, executed or delivered, and
he may affix the seal of the corporation to any
instrument which shall require it, unless such seal shall
have been affixed by the Secretary or an Assistant
Secretary.


        Executive Vice Presidents, Senior Vice
            Presidents, and Vice Presidents

          36.  The Executive Vice Presidents, Senior Vice
Presidents, and Vice Presidents, respectively, if any,
shall have such powers and perform such duties as may be
assigned to them from time to time by the Board of
Directors or the Chairman of the Board.  The Executive
Vice Presidents, Senior Vice Presidents, and Vice
Presidents shall have authority to exercise the powers
and perform the duties required to carry on the
corporation's affairs in the areas to which they are
assigned when authorized so to do by the Board of
Directors or the Chairman of the Board.

                     The Secretary

          37.  The Secretary shall attend all sessions of
the Board and all meetings of the stockholders and record
all votes and the minutes of all proceedings in a book to
be kept for that purpose.  He shall give or cause to be
given notice of all meetings of stockholders and special
meetings of the Board of Directors and shall perform such
other duties as may be prescribed by the Board of
Directors.  He shall keep in safe custody the seal of the
corporation and affix it to any instrument when
authorized by the Board of Directors.  Assistant
Secretaries, if appointed, shall perform such duties as
the Secretary or the Board of Directors may delegate to
them.  

                     The Treasurer

          38.  The Treasurer shall have the custody of
the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in
books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be
designated by the Board of Directors.  He shall disburse
the funds of the corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and
shall render to the President and directors at the
regular meetings of the Board, or whenever they may
require it an account of all his transactions as
Treasurer and of the financial condition of the
corporation.

          39.  He shall, if required by the Board, give
the corporation a bond in such sum or sums and with such
surety or sureties as shall be satisfactory to the Board,
conditioned upon the faithful performance of his duties
and for the restoration  to the corporation in case of
his death, resignation, retirement or removal from office
of all books, papers, vouchers, money and other property
of whatever kind in his possession, or under his control
belonging to the corporation.  Assistant Treasurers, if
appointed by the Board of Directors, shall perform such
duties as the Treasurer or the Board of Directors may
prescribe.

                 Certificates of Stock

          40.  The certificates of stock of the
corporation shall be numbered and shall be entered in the
books of the corporation as they are signed.  Each such
certificate, when issued, shall be signed by the Chairman
of the Board, the President or a Vice President and the
Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary.  If any stock certificate is (i)
countersigned by a transfer agent or an assistant
transfer agent or (ii) registered by a registrar other
than the corporation itself or its employees, the
signatures of such officers or any of them may be
facsimiles.  Each such certificate shall, when issued,
set forth on the face or back thereof such statements and
other information as may be necessary to comply with the
requirements of the then applicable laws of the State of
New York.

                  Transfers of Stock

          41.  Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall
be the duty of the corporation or its transfer agent to
issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction
upon its books.

                     Record Dates

          42.  For the purpose of determining the
stockholders entitled to notice of and to vote at any
meeting or to express consent to or dissent from any
proposal without a meeting, or for the purpose of
determining stockholders entitled to receive payment of
any dividend or distribution or the allotment of any
rights, or for the purpose of any other action affecting
the interest of stockholders, the Board of Directors may
fix, in advance, a record date.  Such date shall not be
more than fifty nor less than ten days before the date of
any such meeting or proposed action.


               In each such case, except as otherwise
provided by law, only such persons as shall be
stockholders of record on the date so fixed shall be
entitled to notice of and to vote at such meeting or to
express such consent or dissent, or to receive rights, or
otherwise to be recognized as stockholders for the
relevant purpose, notwithstanding any registration of
transfer of shares on the books of the corporation after
any such record date so fixed.

                Registered Stockholders

          43.  The corporation shall be entitled to treat
the holder of record of any share or shares of its
capital stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as
otherwise provided by the laws of New York.

                   Lost Certificate

          44.  The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the
corporation alleged to have been lost or destroyed, upon
the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or
destroyed.  When authorizing such issue of a new
certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as
it shall require and/or give the corporation a bond in
such sum with such surety or sureties as it may direct as
indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to
have been lost or destroyed.

                       Dividends

          45.  Dividends upon the capital stock of the
corporation, subject to the restrictions and limitations,
if any, contained in statutes or in the certificate of
incorporation, may be declared by the Board of Directors
at any regular or special meeting.  Dividends may be paid
in cash, in property, or in shares of the capital stock,
unless otherwise provided in the certificate of
incorporation.

                       Reserves

          46.  Before payment of any dividend, there may
be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors
from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as
the directors shall think conducive to the best interest
of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was
created.

             Checks and Other Instruments

          47.  All checks or demands for money and notes
or other instruments evidencing indebtedness or other
obligations  of the corporation shall be signed by such
officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                      Fiscal Year

          48.  Commencing with fiscal year 1994, the last
day of each fiscal year shall be the Friday closest to
June 30 and the first day of each subsequent fiscal year
shall be the first day next following the last day of the
previous fiscal year.         

                         Seal

          49.  The seal of the corporation shall have
inscribed thereon the name of the corporation, the year
of its organization and the words "Corporate Seal, New
York".  The seal may be used by causing it to be
impressed or affixed directly on the instrument or
writing to be sealed, or upon adhesive substance affixed
thereto.  The seal on any corporate obligation for the
payment of money issued under an Indenture entered into
with a corporate trustee, and upon its stock certificates
whenever a transfer agent or registrar is appointed, may
be a facsimile, engraved or printed.

              Stock in Other Corporations

          50.  Shares of stock or certificates
representing the voting power in other corporations held
by the corporation shall be voted by such officer or
officers of the corporation as the Board of Directors by
a majority vote shall from time to time designate for
that purpose or by a proxy thereunto duly authorized by
like vote of the Board.

                  Inspection of Books

          51.  The directors shall determine from time to
time whether, and if allowed, when and upon what
conditions and regulations the accounts and books of the
corporation (except such as may be statute be
specifically opened to inspection) shall be opened to the
inspection of the stockholders, and the stockholders'
rights in this respect are and shall be restricted and
limited accordingly.

                      Amendments

          52.  These by-laws may be amended, altered or
added to by the vote of the Board of Directors of this
corporation at any regular meeting of said Board, or at
a special meeting of directors called for that purpose
provided a quorum of the directors as provided by law and
by the certificate of incorporation, are present at such
regular or special meeting.  These by-laws, and any
amendments thereto and new by-laws added by the directors
may be amended, altered or replaced by the stockholders
at any annual or special meeting of the stockholders.

                Conflicting Provisions

          53.  If any provision of the certificate of
incorporation of the corporation, as from time to time
amended, or of any plan, program or other action adopted,
authorized or taken by the stockholders of the
corporation heretofore or hereafter, shall conflict with
these by-laws or any provision thereof, such charter
provision, or provision of a plan, program, or other
action adopted, authorized or taken by the stockholders
shall control.

                    Indemnification

          54.  A.   The Corporation shall indemnify, and
advance the expenses of, any director, officer or
employee to the full extent permitted by the New York
Business Corporation Law as the same now exists or may
hereafter be amended.

               B.   The indemnification and advancement
of expenses granted pursuant to this Section 53 shall not
be exclusive or limiting of any other rights to which any
person seeking indemnification or advancement of expenses
may be entitled when authorized by (i) a resolution of
shareholders, (ii) a resolution of directors or (iii) an
agreement providing for such indemnification; provided
that no indemnification may be made to or on behalf of
any such person if a judgment or other final adjudication
adverse to such person establishes that his acts were
committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he
was not legally entitled.

               C.   No amendment, modification or
rescission of these By-Laws shall be effective to limit
any person's right to indemnification with respect to any
alleged cause of action that accrues or other incident or
matter that occurs prior to the date on which such
modification, amendment or rescission is adopted.

                      Controller

          55.  The Controller shall maintain adequate
records of all assets, liabilities, and transactions of
the corporation; shall see that adequate audits thereof
are currently and regularly made; and, in conjunction
with other officers and department heads, shall initiate
and enforce measures and procedures whereby the business
of the corporation shall be conducted with the maximum
safety, efficiency and economy.  He shall have the
authority to sign Form 10-Q's as the chief accounting
officer of the corporation and Form 10-K's as the chief
accounting officer of the corporation, as required by the
Securities and Exchange Commission, and to exercise such
other powers, and perform such other duties, as may be
assigned to him from time to time by the Board of
Directors.

EX-10

AVNET, INC.
1995 Stock Option Plan

ARTICLE I

Purpose of the Plan

   The 1995 Stock Option Plan (the "Plan") is intended
to advance the interests of the Company by assisting
Avnet and its Subsidiaries in attracting high caliber
personnel and in inducing such personnel to remain in
their employ, by virtue of the additional incentive to
promote the Company's success which results from the
possession of options to purchase shares of Avnet's
Common Stock.

                      ARTICLE II

                      Definitions

   The following words and phrases used herein shall,
unless the context otherwise indicates, have the
following meanings:

   1. "Avnet" shall mean Avnet, Inc.

   2. "Board of Directors" and "Director" shall mean,
respectively, the Board of Directors of Avnet and any
member thereof.

   3. "Committee" shall mean a committee charged with
administering this Plan, which Committee shall be
appointed by the Board of Directors, shall consist of
three or more non-employee Directors, none of whom is
eligible to be granted Options or Stock Appreciation
Rights under this Plan, shall have authority to grant
Options and Stock Appreciation Rights hereunder on such
terms and subject to such conditions (not inconsistent
with the terms of this Plan) as such Committee shall
determine, and shall have full authority to construe this
Plan, to prescribe and amend rules and regulations
relating hereto, and to make all other determinations in
the administration hereof.

   4. "Company" shall mean Avnet and all its
Subsidiaries.

   5. "Eligible Employees" shall mean any regular full-
time employee of Avnet or of any of its Subsidiaries
(including any Director who is also such a regular full-
time employee), and may include, in appropriate
circumstances relating to the granting of Options and
Stock Appreciation Rights hereunder, any person who is
under consideration for employment by the Company and any
person employed by a business which is then to be
acquired by Avnet. The term "Eligible Employees" shall
also include any person employed or retained by Avnet or
any of its Subsidiaries to render services as a
consultant or advisor other than services in connection
with the offer or sale of securities in a capital-raising
transaction.

   6. "Fair Market Value" when used with respect to a
particular date, shall mean the average of  the high and
low sale prices (as reported for New York Stock Exchange
Composite Transactions) at which shares of the Stock
shall have been sold on such date or, if such date is a
date for which no trading is so reported, on the next
preceding date for which trading is so reported.

   7. "Option" shall mean any option granted or held
pursuant to the provisions of this Plan.

   8. "Option Agreement" shall mean the agreement
evidencing any Option hereunder, including any addendum
thereto relating to Stock Appreciation Rights, which
agreement may be in any form prescribed or accepted by
the Committee therefor.
   
   9. "Optionee" shall mean any person who at the time
in question holds any Option which then remains
unexercised in whole or in part, has not been surrendered
for complete termination and has not expired or
terminated, and shall include any Successor Optionee.

   10.         "Plan" shall mean this stock option plan.

   11.         "Stock" shall, subject to the anti-
dilution provisions set forth in Article VIII hereof,
mean the Common Stock of Avnet, as presently constituted.

   12.         "Stock Appreciation Right" or "SAR" shall
mean any right granted under this Plan which entitles an
Optionee to receive (a) shares of Stock having a Fair
Market Value at the date of exercise of such SAR, or (b)
cash in the amount of such Fair Market Value, or (c) a
combination of shares of Stock and cash equal in the
aggregate to such Fair Market Value, equivalent to all or
part of the difference between the aggregate exercise
price of the portion of the related Option which is being
surrendered for termination and the Fair Market Value at
such date of the shares of Stock for which such SAR is
being exercised.  A SAR may be granted by the Committee
with respect to any Option simultaneously or previously
granted under this Plan and, when granted, may be granted
by the Committee upon such terms and subject to such
conditions as the Committee may in its discretion
prescribe or approve; provided that a SAR shall only be
exercisable by the Optionee to whom such SAR was
initially granted, shall only be exercisable during the
period when Optionee is an Eligible Employee and shall
not be exercisable by a Successor Optionee.

   13.         "Subsidiary" shall mean any corporation
80% of the total combined voting power of all classes of
capital stock of which shall at the time in question be
owned by Avnet and/or any of its subsidiaries.

   14.         "Successor Optionee" shall mean any person
who, under the provisions of Article V hereof, shall have
acquired the right to exercise any Option by will or the
laws of descent and distribution.



                      ARTICLE III

             Shares Reserved for the Plan


   1. Subject to the anti-dilution provisions set forth
in Article VIII hereof, the maximum number of shares of
Stock which may be delivered by Avnet pursuant to the
exercise of Options and/or Stock Appreciation Rights
shall be 1,000,000.  At no time shall there be
outstanding Options for the purchase of more than
1,000,000 shares of Stock (subject to said anti-dilution
provisions) less the aggregate of the number of shares of
Stock previously delivered pursuant to the exercise of
Options and the number of shares of Stock previously
covered by Options terminated upon surrender in
connection with the exercise of Stock Appreciation
Rights.

   2. The shares of Stock subjected to Options and Stock
Appreciation Rights may, in the discretion of the
Committee and with the consent of the Board of Directors,
consist of authorized but unissued shares of Stock and/or
shares of Stock held in the treasury of Avnet.

   3. If any Option shall be surrendered and terminated
or for any other reason shall terminate or expire,
whether in whole or in part (except for terminations in
connection with exercises of Stock Appreciation Rights),
the shares of Stock covered by such Option immediately
prior to such termination or expiration shall thereupon
be added to the shares of Stock otherwise available for
subjection to Options and Stock Appreciation Rights
hereunder.


                      ARTICLE IV

              Administration of the Plan


   1. This Plan shall be administered by the Committee,
which shall have full power to construe and interpret the
Plan and to establish and amend rules and regulations for
its administration.

   2. In addition to the foregoing (and without limiting
the generality thereof), the Committee shall have plenary
authority (subject to the provisions of Articles II, III,
V and VI hereof) in its discretion to determine the time
or times at which Options and/or Stock Appreciation
Rights shall be granted, the Eligible Employees to whom
Options and/or Stock Appreciation Rights shall be granted
and the number of shares of Stock to be covered by each
such Option and/or Stock Appreciation Right.  The
granting of Options and/or Stock Appreciation Rights by
the Committee shall be entirely discretionary; the terms
and conditions (not inconsistent with this Plan)
prescribed or approved for any Option Agreement shall
similarly be within the discretion of the Committee; and
nothing in this Plan shall be deemed to give any Eligible
Employee any right to receive Options and/or Stock
Appreciation Rights.

   3. The Committee is also specifically authorized, in
the event of a public solicitation, by any person, firm
or corporation other than Avnet, of tenders of 50% or
more of the then outstanding Stock (known conventionally
as a "tender offer"), to accelerate exercisability of any
or all Options and any or all of the related Stock
Appreciation Rights held by Optionees then employed as an
Eligible Employee, so that such Options  and Stock
Appreciation Rights will immediately become exercisable
in full; provided that such accelerated exercisability
shall continue in effect only until expiration,
termination or withdrawal of such "tender offer",
whereupon such Options and related Stock Appreciation
Rights will be (and continue thereafter to be)
exercisable only to the extent that they would have been
exercisable if no such acceleration of exercisability had
been authorized.

   4. A majority of the members of the Committee (but
not less than two) shall constitute a quorum, and all
acts, decisions or determinations of the Committee shall
be by majority vote of such of its members as shall be
present at a meeting duly held at which a quorum is so
present.  Any act, decision, or determination of the
Committee reduced to writing and signed by a majority of
its members (but not less than two) shall be fully
effective as if it had been made, taken or done by vote
of such majority at a meeting duly called and held.

   5. The Committee shall deliver a report to the Board
of Directors with reasonable promptness following the
taking of any action(s) in the administration of this
Plan, which report shall set forth in full the action(s)
so taken.  The Committee shall also file such other
reports and make such other information available as may
from time to time be prescribed by the Board of
Directors.


                       ARTICLE V

           Award and Modification of Options


   1. Options may be granted by the Committee to
Eligible Employees from time to time in its discretion
prior to August 31, 2005 or the earlier termination of
the Plan as provided in Article IX.

   2. During the period when any Option is outstanding,
the Committee may, for such consideration (if any) as may
be deemed adequate by it and with the prior consent of
the Optionee, modify the terms of such Option, including
the purchase price, with respect to the unexercised
portion thereof.

   3. The purchase price per share of Stock upon the
exercise of each Option shall be no less than 85% of the
Fair Market Value of the Stock at the date of the
granting thereof; provided, however, (i)  that the
purchase price per share of Stock shall in no event be
less than the par value per share of the Stock and (ii)
options whose purchase price per share on exercise is
less than 100% of the Fair Market Value at the date of
the granting thereof  may be granted only in lieu of a
reasonable amount of cash compensation.

   4. Subject to the specific authority bestowed upon
the Committee in Article IV, paragraph 3 hereof, (i) no
Option shall be exercisable to any extent until the first
anniversary of the date of the granting thereof, (ii)
thereafter, each Option shall be exercisable with respect
to 25% of the total number of shares of Stock subject
thereto and (iii) upon each succeeding anniversary date
of the date of grant, each Option will become exercisable
on a cumulative basis with respect to an additional 25%
of the shares subject thereto.  To the extent that any
Option shall have become exercisable as provided in the
preceding sentence, such Option may thereafter be
exercised by the Optionee in whole at any time or in part
from time to time prior to the surrender for termination,
expiration or other termination of such Option.  Each
Option shall expire and cease to be exercisable after the
day prior to the tenth anniversary of the date of
granting thereof.
   
   5. The aggregate number of shares of Stock under any
Option or Options granted hereunder to any Optionee in
any calendar year may not exceed 150,000.

   6. No Option shall be assignable or transferable by
an Optionee except in the event of the death of such
Optionee, nor shall any Option be exercisable during the
lifetime of the Optionee except by such Optionee. 
Subject to the provisions of paragraph 8 below, in the
event of death, while in the employ of the Company, of
any Optionee to whom an Option was originally granted,
such option shall remain exercisable (unless such Option
shall sooner be surrendered or expire) for one year after
the date of death of such original Optionee, but only (a)
by the person or persons to whom the right to exercise
such Option shall have passed by will or the laws of
descent and distribution, and (b) if and to the extent
that such Option shall have been exercisable by such
original Optionee at such date of death.   At the end of
the aforesaid period, such Option (unless it shall sooner
have been surrendered for termination or have expired)
shall terminate and cease to be exercisable.

   7. In the event that any Optionee to whom an Option
was originally granted shall cease to be employed with
the Company for any reason other than death, disability,
retirement or other reasons determined by the Committee
in its sole discretion, each Option theretofore granted
to such Optionee shall forthwith upon such cessation of
employment terminate and cease to be exercisable. 
Subject to the provisions of paragraph 8 below, in the
event that any Optionee to whom an Option was originally
granted shall cease to be employed by the Company due to
disability, retirement or other reasons  determined by
the Committee in its sole discretion, each Option
theretofore granted to such Optionee shall remain
exercisable for three months after the date of such
cessation of employment, but only (a) by such original
Optionee or by the person or persons to whom the right to
exercise such Option shall have passed by will or the
laws of descent and distribution, and (b) if and to the
extent that such Option was exercisable by such original
Optionee at such date of cessation of employment.  At the
end of the aforesaid period, such Option (unless it shall
sooner have been surrendered for termination or have
expired) shall terminate and cease to be exercisable.

   8. Notwithstanding the provisions of the second
sentence of paragraph 6 and the second sentence of
paragraph 7 above, (a) no Option shall in any event be
exercisable after the day prior to the tenth anniversary
of the date of the granting thereof, and (b) any Option
for which accelerated exercisability, authorized by the
Committee pursuant to Article IV, paragraph 3 hereof, was
in effect at the date of the original Optionee's death or
at the date of termination of the Optionee's employment
due to disability, retirement or otherwise as may be
determined by the Committee in its sole discretion, as
the case may be, shall be subject to the proviso to
Article IV, paragraph 3.


                      ARTICLE VI

               Stock Appreciation Rights


   
1. Stock Appreciation Rights may be granted to Optionees
in the discretion of the Committee upon such terms and
conditions as the Committee may prescribe.  Each SAR
shall be granted in connection with and shall relate to
all or part of a specific Option simultaneously or
previously granted under the Plan.  In the discretion of
the Committee, an SAR may be granted at any time prior to
the exercise, expiration or termination of the option
related thereto, and may be modified at any time the
related Option is modified.

   2. Upon exercise of a Stock Appreciation Right, the
Optionee shall be entitled to receive (a) shares of Stock
having a Fair Market Value at the date of exercise, or
(b) cash in the amount of such Fair Market Value, or (c)
a combination of shares of Stock and cash equal in the
aggregate to such Fair Market Value, equivalent to all or
part of the difference between the aggregate exercise
price of the portion of the related Option which is being
surrendered for termination and the Fair Market Value at
such date of the shares of Avnet's Common Stock for which
such SAR is being exercised.

   3.  Each Stock Appreciation Right shall be
exercisable on such dates or during such periods as may
be determined by the Committee, provided that no SAR
shall be exercisable at a time when the Option related
thereto could not be exercised nor may it be exercised
with respect to a number of shares in excess of the
number for which such Option could then be exercised.

   4. A Stock Appreciation Right may be exercised only
upon surrender by the Optionee, for termination, of the
portion of the related Option which is then exercisable
to purchase the number of shares for which the Stock
Appreciation Right is being exercised.  Shares covered by
the terminated Option or portion thereof shall not be
available for subjection to other Options under the Plan.

   5. The Committee may impose any other conditions upon
the exercise of Stock Appreciation Rights, which
conditions may include a condition that any particular
SARs or any class of SARs may only be exercised in
accordance with rules adopted by the Committee from time
to time.  Such rules may govern the right to exercise
SARs granted prior to the adoption or amendment of such
rules as well as SARs granted thereafter.

   6. The Committee may at any time amend, terminate or
suspend any Stock Appreciation Right theretofore granted
under this Plan, provided that the terms of any SAR after
any amendment shall conform to the provisions of the
Plan.  Each SAR shall terminate and cease to be
exercisable upon the termination (other than a
termination required in connection with exercise of the
SAR) or expiration of the Option related thereto.



                      ARTICLE VII  

            Additional Terms and Provisions


   1. The Committee shall, promptly after the granting
of any Option or Stock Appreciation Right to an Eligible
Employee or the modification of any outstanding Option or
SAR, cause such Eligible Employee or the Optionee to be
notified of such action and shall cause Avnet to deliver
to such Eligible Employee an Option Agreement (which
Option Agreement is to be signed on behalf of Avnet by an
officer of Avnet with appropriate authorization therefor)
evidencing the Option so granted or modified and the
terms and conditions thereof and including (when
appropriate) an addendum evidencing the SAR so granted or
modified and the terms and conditions thereof.

   2. The date on which the Committee approves the
granting of any Option or Stock Appreciation Right, or
approves the modification of any outstanding Option or
SAR, shall be deemed the date on which such Option or SAR
is granted or modified, regardless of the date on which
the Option Agreement evidencing the same is executed.

   3. To the extent that any Option or Stock
Appreciation Right shall have become exercisable as
provided in Article V or Article VI above, such Option or
SAR may be exercised by the Optionee at any time and from
time to time by written notice to Avnet stating the
number of shares of Stock with respect to which such
Option or SAR is being exercised, accompanied (as to an
Option exercise) by payment in full therefor as
prescribed below and (as to an SAR exercise) by an
instrument effecting surrender for termination of the
relevant portion of the Option related thereto.  As soon
as practicable after receipt of such notice, Avnet shall,
without requiring payment of any transfer or issue tax by
the Optionee, deliver to the Optionee, at the principal
office of Avnet (or such other place as Avnet may
designate), a certificate or certificates representing
the shares of Stock acquired upon such exercise;
provided, however, that the date for any such delivery
may be postponed by Avnet for such period as it may
require, in the exercise of reasonable diligence (a) to
register the shares of Stock so purchased (together with
any part or all of the balance of the shares of Stock
which may be delivered pursuant to the exercise of
Options and/or Stock Appreciation Rights) under the
Securities Act of 1933, as amended, and/or to obtain the
opinions of counsel referred to in clauses (B) and (E) of
paragraph 7 below, and (b) to comply with the applicable
listing requirements of any national securities exchange
or with any other requirements of law.  If any Optionee
shall fail to accept delivery of all or any part of the
shares of Stock with respect to which such Option or SAR
is being exercised, upon tender thereof, the right of
such Optionee to exercise such Option and the related
SAR, or to exercise such SAR and the related Option, with
respect to such unaccepted shares may, in the discretion
of the Committee, be terminated.  For purposes of this
paragraph 3, payment upon exercise of an Option may be
made (i) by check (certified, if so required by Avnet) in
the amount of the aggregate exercise price of the portion
of the Option being exercised, or (ii) in the form of
certificates representing shares of Stock (duly endorsed
or accompanied by appropriate stock powers, in either
case with signature guaranteed if so required by Avnet)
having a Fair Market Value, at the date of receipt by
Avnet of such certificates and the notice above
mentioned, equal to or in excess of such aggregate
exercise price, or (iii) by a combination of check and
certificates for shares of Stock.

   4. Notwithstanding paragraph 3 of this Article VII,
upon each exercise of an Option, the Optionee shall pay
to Avnet an amount required to be withheld under
applicable income tax laws in connection with such
exercise.  An Optionee whose transactions in Common Stock
are subject to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 (the "Act") may, in the
discretion of the Committee and subject to any rules as
the Committee may adopt, elect to satisfy such
obligation, in whole or in part, by electing to have
Avnet withhold shares of Stock having a Fair Market Value
equal to the amount required to be so withheld (an
"Election").  The Fair Market Value of a share of Stock
shall be the Fair Market Value on the date that the
amount to be withheld is determined (the "Tax Date").  An
Optionee shall pay Avnet in cash for any fractional share
that would otherwise be required to be withheld.  Each
Election with respect to the exercise of an Option shall
be subject to the following restrictions:

      (A)  The Election must be made on or prior to the
   Tax Date;   

      (B)  The Election shall be irrevocable;

      (C)  The Election is subject to the disapproval of
   the Committee;

      (D)  An Election by an Optionee may not be made
   within six months of the grant of the Option with
   respect to which such Election is made; provided,
   however that this restriction shall not apply in the
   event that the Optionee shall die or become disabled
   prior to the expiration of such six-month period.

   5. The Plan shall not confer upon any Eligible
Employee or upon any Optionee any right with respect to
continuance of employment by the Company, nor shall it
interfere in any way with his or her right, or the
Company's right, to terminate his or her employment at
any time.

   6. No Optionee shall acquire or have any rights as a
shareholder of Avnet by virtue of any Option or any SAR
until the certificates representing shares of Stock
issued pursuant to the exercise of such Option or SAR are
delivered to such Optionee in accordance with the terms
of the Plan, but the rights as a shareholder of record as
of the date of giving notice of the exercise of such
Option or SAR and making delivery to Avnet of the funds,
certificates and/or other instruments as provided in
paragraph 3 above.

   7. While it is Avnet's present intention to register
under the Securities Act of 1933, as amended, the shares
of Stock which may be delivered pursuant to the exercise
of Options and/or Stock Appreciation Rights granted under
the Plan, nevertheless, any provisions in this Plan to
the contrary notwithstanding, Avnet shall not be
obligated to sell or deliver any shares of Stock pursuant
to the exercise of any Option or any SAR unless (A) (i)
such shares have at the time of such exercise been
registered under the Securities Act of 1933, as amended,
(ii) no stop order suspending the effectiveness of such
registration statement has been issued and no proceedings
therefor have been instituted or threatened under said
Act, and (iii) there is available at the time of such
exercise a prospectus containing certified financial
statements and other information meeting the requirements
of Section 10(a)(3) of said Act, or (B) Avnet shall have
received from its counsel an opinion that registration of
such shares under said Act is not required, (C) such
shares are at the same time of such exercise, or upon
official notice of issuance will be, listed on each
national securities exchange on which the Stock is then
listed, (D) the prior approval of such sale has been
obtained from any State regulatory body having
jurisdiction (but nothing herein contained shall be
deemed to require Avnet to register or qualify as a
foreign corporation in any State nor, except as to any
matter or transaction relating to the sale or delivery of
such shares, to consent to service of process in any
State), and (E) Avnet shall have received an opinion from
its counsel with respect to compliance with the matters
set forth in clauses (A), (C), and (D) above.

                     ARTICLE VIII

      Adjustments upon Changes in Capitalization

   1. In the event that the Stock shall be split up,
divided or otherwise reclassified into or exchanged for
a greater or lesser number of shares of Stock or into
shares of Common Stock and/or any other securities of
Avnet by reason of recapitalization, reclassification,
stock split or reverse split, combination of shares or
other reorganization, the term "Stock" as used herein
shall thereafter mean the number and kind of shares or
other securities into which the Stock shall have been so
split up, divided or otherwise reclassified or for which
the Stock shall have been so exchanged; and the remaining
number of shares of Stock which may, in the aggregate,
thereafter be delivered pursuant to the exercise of
Options and/or Stock Appreciation Rights (as specified in
paragraph 1 of Article III hereof) and the remaining
number of shares of Stock which may thereafter be
delivered pursuant to the exercise of any Options and/or
Stock Appreciation Rights then outstanding shall be
correspondingly adjusted.  In the event that any dividend
payable in shares of Stock is paid to the holders of
outstanding shares of Stock, the remaining number of
shares of Stock which may, in the aggregate, thereafter
be delivered pursuant to the exercise of Options and/or
Stock Appreciation Rights (as specified in paragraph 1 of
Article III hereof) and the remaining number of shares of
Stock which may thereafter be delivered pursuant to the
exercise of any Options and/or Stock Appreciation Rights
then outstanding shall be increased by the percentage
which the number of shares of Stock so paid as a dividend
bears to the total number of shares of Stock outstanding
immediately prior to the payment of such dividend.

   2. In the event that the Stock shall be split up,
divided or otherwise reclassified or exchanged as
provided in the preceding paragraph, the purchase price
per share of Stock upon exercise of outstanding Options
shall be correspondingly adjusted.

   3. Anything in this Article VIII to the contrary
notwithstanding, in the event that, upon any adjustment
made in accordance with paragraph 1 above, the remaining
number of shares of Stock which may thereafter be
delivered pursuant to the exercise of any Option or Stock
Appreciation Right then outstanding shall include a
fractional share of Stock, such fractional share of Stock
shall be disregarded for all purposes of the Plan and the
Optionee holding such Option or SAR shall become entitled
neither to purchase the same nor to receive cash or scrip
in payment therefor or in lieu thereof.


                      ARTICLE IX

         Amendment or Termination of the Plan
   The Board of Directors may amend the Plan from time
to time as the Board may deem advisable and in the best
interests of Avnet and may terminate the Plan at any time
(except as to Options and Stock Appreciation Rights then
outstanding hereunder); provided, however, that unless
approved by the affirmative vote of a majority of the
outstanding shares of capital stock of Avnet entitled to
vote thereon, at a meeting of the shareholders of Avnet
duly called and held for that purpose, no amendment to
the Plan shall be adopted which shall (a) affect the
composition or functioning of the Committee, (b) increase
the aggregate number of shares of Stock which may be
delivered pursuant to the exercise of Options and SARs,
(c) decrease the minimum purchase price per share of
Stock (in relation to the Fair Market Value thereof at
the respective dates of grant) upon the exercise of
Options, or (d) extend the period within which an Option
is exercisable or to the extent to which an SAR is
exercisable, or the termination date of the Plan.