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): March 23, 2006
                                                          --------------


                             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

     As previously disclosed, as part of its regular employee and director
     compensation program, Arrow Electronics, Inc. (the "Company") makes
     equity-based awards to employees (including executive officers) and
     directors in accordance with established programs described in the
     Company's proxy statement for its annual stockholders meeting. The grants
     are made pursuant to the stockholder-approved 2004 Omnibus Incentive Plan
     (the "Plan"), a copy of which is on file with the SEC as Annex A to the
     Company's 2004 Proxy Statement. In anticipation of future grants of stock
     options under the Plan, pursuant to Item 1.01 of Form 8-K, the Company is
     filing herewith copies of the amended form of individual Stock Option Award
     Agreements typically to be used in connection with such grants.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

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

Exhibit Number    Description
--------------    -----------
10-0              Form of Stock Option Award Agreement



                                  EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------
10-0              Form of Stock Option Award Agreement


                                   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:  March 23, 2006                      By: /s/Peter S. Brown
                                               -----------------
                                               Name:  Peter S. Brown
                                               Title:  Senior Vice President