ARROW ELECTRONICS, INC. — Director's Dealing 2004

May 17, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARROW ELECTRONICS INC (ARW)
CIK: 0000007536
Period of Report: 2004-05-15

Reporting Person: MILLS KAREN G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-15	Phantom Stock	$	A	389.8636	Acquired		Common Stock (389.8636)	Direct

Footnotes

F1: Phantom Stock issued under the Arrow Electronics, Inc. 2002 Non-Employee Directors Deferral Plan and settled by issuance of Common Stock for a 1 for 1 basis, following termination of services as a Director, the occurrence of an unforeseeable emergency or a change in control as defined in the Plan.