UNITED STATES
                       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): January 9, 2006


                             ARROW ELECTRONICS, INC.

                         ------------------------------

               (Exact Name of Company as Specified in its Charter)


        NEW YORK                       1-4482                    11-1806155
(State of Incorporation)            (Commission                (IRS Employer
                                    File Number)             Identification No.)

        50 MARCUS DRIVE, MELVILLE, NEW YORK                        11747
     (Address of Principal Executive Offices)                   (Zip Code)

         Company's telephone number, including area code: (631) 847-2000

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation  of the company  under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17CFR230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17CFR240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17CFR240.14d-2(b))

|_| Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17CFR240.13e-4(c))




Item 8.01       Other Events.

On January 9, 2006,  Arrow  Electronics,  Inc.  (the  "Company")  issued a press
release announcing that the Company will redeem all of its remaining outstanding
Zero Coupon Convertible Senior Debentures Due 2021 (the "Debentures"),  pursuant
to the terms and subject to the conditions set forth in the Indenture,  dated as
of January 15,  1997,  between the Company and The Bank of New York,  a New York
banking corporation,  as successor to Bank of Montreal Trust Company, as trustee
(the  "Trustee"),  as supplemented by the  Supplemental  Indenture,  dated as of
February  21,  2001,  between the  Company and the Trustee and the  Supplemental
Indenture,  dated as of March,  11,  2005,  between  the Company and the Trustee
(collectively,  the "Indenture"), on February 21, 2006, at a redemption price of
$552.08 in cash per $1,000 principal amount at maturity outstanding. A notice of
redemption is being mailed to all registered holders of the Debentures.

A copy  of  the  press  release  is  attached  hereto  as  Exhibit  99.1  and is
incorporated herein by reference.



Item 9.01       Financial Statements and Exhibits.

       (c)      Exhibits
                --------
                99.1 press release issued by Arrow Electronics, Inc. dated 
                January 9, 2006.










                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.

Dated: January 9, 2006

                               ARROW ELECTRONICS, INC.   
                       
                               By: /s/ Peter S. Brown                           
                                   ---------------------------------------------
                                   Name: Peter S. Brown                         
                                   Title: Senior Vice President, General Counsel
                                   and Secretary                                











                                  EXHIBIT INDEX

        Exhibit
        Number          Description
        -------         --------------------------------------------------------
      
        99.1            Press release issued by Arrow Electronics, Inc. dated 
                        January 9, 2006.