UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 15, 2005
                                                        ------------------


                             ARROW ELECTRONICS, INC.
                             -----------------------   
               (Exact Name of Registrant as Specified in Charter)


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


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

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


                                 Not Applicable
                                 --------------
          (Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 20.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))




ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On September 15, 2005, Arrow Electronics, Inc. (the "Company") entered into
an employment agreement ("Agreement") dated as of September 15, 2005, by and
between the Company and Bhawnesh Mathur. The Agreement is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits. The following exhibits are filed with this document.

Exhibit Number    Description
--------------    -----------
10.1              Agreement dated September 15, 2005 by and between the
                  Company and Bhawnesh Mathur.



                                  EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------
10.1              Agreement dated September 15, 2005 by and between the
                  Company and Bhawnesh Mathur.



                                   SIGNATURES

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

                                                    ARROW ELECTRONICS, INC.


Date: September 15, 2005                            By:    /s/ Peter S. Brown
                                                           ------------------
                                                    Name:  Peter S. Brown
                                                    Title: Senior Vice President