ARROW ELECTRONICS, INC. — Director's Dealing 2006

Feb 10, 2006

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: ARROW ELECTRONICS INC (ARW)
CIK: 0000007536
Period of Report: 2005-12-31

Reporting Person: Keeth Martha Frances (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (1936.1651)	1936.1651	Direct
Restricted Stock Units	$		Common Stock (3412.51)	3412.51	Direct

Footnotes

F1: Phanton Stock settled by issuance of shares of Common Stock on a one-for-one basis following (i) termination of services as a Director, (ii) the occurence of an unforeseeable emergency or (iii) a change in control.

F2: Restricted Stock Units settled by (i) the issuance of shares of Common Stock on a one-for-one basis following termination of services as a Director, or (ii) payment of the fair market value of an equivalent number of shares of common stock following a change of control.