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

                                  May 23, 2002
                Date of Report (Date of earliest event reported)


                         Commission File Number: 1-5989

                           ANIXTER INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                           94-1658138
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)



                                 4711 Golf Road
                             Skokie, Illinois 60076
                                 (847) 677-2600
          (Address and telephone number of principal executive offices)
<PAGE>

ITEM 5.  OTHER EVENTS.

     On May 23, 2002, Anixter  International  Inc., (the "Company"),  executed a
definitive agreement to acquire the operations and assets of Pentacon,  Inc. The
Company has agreed to pay $121 million,  subject to certain  potential  purchase
price  adjustments,  for the  operations  and  assets  and to  assume  the trade
obligations,  active employees and active facility leases of Pentacon,  Inc. The
Company intends to pay for the acquisition through a combination of current cash
balances and added working capital borrowings. The acquisition is expected to be
accretive to earnings immediately upon completion of the transaction.

     Pentacon,  Inc.  will sell the  operations  to Anixter as part of a plan of
reorganization  filed in the United  States  Bankruptcy  court for the  Southern
District of Texas. The purchase of the Pentacon,  Inc. operations and assets are
conditioned upon a number of factors, including approval by the Bankruptcy Court
and anti-trust clearance.

     A copy of the press release issued by the Company  announcing the agreement
with  Pentacon,  Inc. is filed as Exhibit 99 to this Report and is  incorporated
herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)   Exhibits.

       99    Press release issued by Anixter International Inc. on May 23, 2002.

<PAGE>

                                   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, thereunto duly authorized.

                                                 ANIXTER INTERNATIONAL INC.

Date: May 23, 2002                        By:     /s/ Robert W. Grubbs
                                             __________________________________
                                                      Robert W. Grubbs
                                           President and Chief Executive Officer

Date: May 23, 2002                        By:     /s/ Dennis J. Letham
                                             __________________________________
                                                      Dennis J. Letham
                                               Senior Vice President - Finance
                                                 and Chief Financial Officer


<PAGE>

                                   EXHIBIT INDEX

  Exhibit
    No.                       Description of Exhibits
    --                        -----------------------

    99   Press Release issued by Anixter International Inc. on May 23, 2002.


<PAGE>
                                                                EXHIBIT 99

FOR FURTHER INFORMATION:
AT THE COMPANY:                       AT ASHTON PARTNERS:
Dennis Letham                         Chris Kettmann            H. Patel
Chief Financial Officer               Investor Inquiries        Media Inquiries
(847) 715-2601                        (312) 553-6716            (312) 553-6745

FOR IMMEDIATE RELEASE
THURSDAY, May 23, 2002


                    ANIXTER INTERNATIONAL ANNOUNCES PROPOSED
                    ACQUISITION OF THE OPERATIONS AND ASSETS
                               OF PENTACON, INC.


     SKOKIE,  IL, May 23,  2002 - Anixter  International  Inc.  (NYSE:AXE),  the
largest global  distributor and logistics  services  provider of wire, cable and
connectors,  said today that its has executed a definitive  agreement to acquire
the  operations  and assets of Pentacon,  Inc.  (OTC BB:  PTAC.OB).  Anixter has
agreed  to pay  $121  million,  subject  to  certain  potential  purchase  price
adjustments,  for the operations and assets and to assume the trade obligations,
active employees and active facility leases of Pentacon.

     Pentacon  will  sell  the  operations  to  Anixter  as  part  of a plan  of
reorganization  filed in the United  States  Bankruptcy  court for the  Southern
District of Texas.

     The purchase of the Pentacon  operations and assets are conditioned  upon a
number of factors,  including  approval by the  Bankruptcy  Court and anti-trust
clearance.

     Pentacon  is an industry  leader in the  provision  of  advanced  inventory
management  services  for  fasteners  and  small  parts  including  procurement,
just-in-time  delivery,  quality assurance testing,  kitting, and e-commerce and
electronic  data  interchange  to a broad  spectrum of industrial  and aerospace
customers.  For the full-year 2001,  Pentacon had revenues of $259.4 million and
some of its top  customers  include  Boeing,  Bombardier,  Cummins,  and  Harley
Davidson.

     Commenting on the proposed acquisition, Robert W. Grubbs, President and CEO
of Anixter  International,  said,  "Pentacon's  business  model,  position  as a
value-added  distributor  and brand name,  Fortune 500 customer base are perfect
complements  to our current  integrated  supply and specialty wire and cable OEM
businesses.  This  acquisition  allows us to broaden  our product  offering  and
presents  the  opportunity  for  enhanced  organic  growth of both  Anixter  and
Pentacon,  all while  maintaining  our focus on bringing  increased value to our
suppliers  and  customers.  We also believe  there are  long-term  cross selling
opportunities as a result of this acquisition."

     "The  various  operations  that  comprise  Pentacon  have each had long and
successful operating track records. The operating performance, however, has been
overshadowed  by the high amount of leverage  and high cost of capital  that was
incurred  in  building  Pentacon.  We  believe  that by  removing  the costs and
uncertainty associated with the capital structure,  the Pentacon operations will
be able to grow and be a full  participant in the emerging  economic  recovery,"
continued Grubbs.

     Grubbs concluded, "The proposed transaction is an excellent way for Anixter
to use its distribution  know-how to effectively deploy the significant  amounts
of free cash flow that has been generated over the past few quarters.  We intend
to pay for the  acquisition  through a combination  of current cash balances and
added working capital borrowings. The acquisition is expected to be accretive to
earnings immediately upon completion of the transaction."

About Anixter
-------------
     Anixter  International  is the largest  global  distributor  and  logistics
services  provider  of  wire,  cable  and  connectors  for use in  data,  voice,
electrical  and  electronic  applications..   The  company  adds  value  to  the
distribution  process  by  providing  its  customers  access  to 1) the  largest
technical  sales force in the  industry,  2) more than 92,000  products and over
$450 million in inventory,  3) 103  warehouses  with more than 4 million  square
feet of space,  and 4) locations in 175 cities in 40 countries.  Founded in 1957
and  headquartered  near Chicago,  Anixter trades on The New York Stock Exchange
under the symbol AXE.

<PAGE>
Safe Harbor Statement

     The  statements  in this news  release  that use such  words as  "believe,"
"expect," "intend," "anticipate,"  "contemplate,"  "estimate," "plan," "should,"
"may," or similar expressions are forward-looking  statements.  They are subject
to a number of factors that could cause the company's  actual  results to differ
materially from what is indicated here.  These factors include general  economic
conditions,  technology changes,  changes in supplier or customer relationships,
exchange  rate  fluctuations,  and new or  changed  competitors.  Please see the
company's Securities and Exchange Commission filings for more information.

      Additional information about Pentacon is available on the Internet at
                                www.pentacon.com
                                ----------------

      Additional information about Anixter is available on the Internet at
                                 www.anixter.com
                                 ---------------
[{"type": "8-K", "sequence": "1", "filename": "form8kmay2002final.txt", "description": "CURRENT REPORT DATED MAY 23, 2002", "secsgml_size_bytes": 9041}]
{"company-data": {"conformed-name": "ANIXTER INTERNATIONAL INC", "cik": "0000052795", "assigned-sic": "5063", "irs-number": "941658138", "state-of-incorporation": "DE", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10212", "film-number": "02662237"}, "business-address": {"street1": "4711 GOLF RD", "city": "SKOKIE", "state": "IL", "zip": "60076", "phone": "8477152568"}, "mail-address": {"street1": "4711 GOLF RD", "city": "SKOKIE", "state": "IL", "zip": "60076"}, "former-company": [{"former-conformed-name": "ITEL CORP", "date-changed": "19920703"}, {"former-conformed-name": "SSI COMPUTER", "date-changed": "19710316"}, {"former-conformed-name": "SSI COMPUTER CORP", "date-changed": "19690727"}]}
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

                                  May 23, 2002
                Date of Report (Date of earliest event reported)

                         Commission File Number: 1-5989

                           ANIXTER INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                           94-1658138
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                                 4711 Golf Road
                             Skokie, Illinois 60076
                                 (847) 677-2600
          (Address and telephone number of principal executive offices)
ITEM 5.  OTHER EVENTS.

     On May 23, 2002, Anixter  International  Inc., (the "Company"),  executed a
definitive agreement to acquire the operations and assets of Pentacon,  Inc. The
Company has agreed to pay $121 million,  subject to certain  potential  purchase
price  adjustments,  for the  operations  and  assets  and to  assume  the trade
obligations,  active employees and active facility leases of Pentacon,  Inc. The
Company intends to pay for the acquisition through a combination of current cash
balances and added working capital borrowings. The acquisition is expected to be
accretive to earnings immediately upon completion of the transaction.

     Pentacon,  Inc.  will sell the  operations  to Anixter as part of a plan of
reorganization  filed in the United  States  Bankruptcy  court for the  Southern
District of Texas. The purchase of the Pentacon,  Inc. operations and assets are
conditioned upon a number of factors, including approval by the Bankruptcy Court
and anti-trust clearance.

     A copy of the press release issued by the Company  announcing the agreement
with  Pentacon,  Inc. is filed as Exhibit 99 to this Report and is  incorporated
herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)   Exhibits.

       99    Press release issued by Anixter International Inc. on May 23, 2002.
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, thereunto duly authorized.

                                                 ANIXTER INTERNATIONAL INC.

Date: May 23, 2002                        By:     /s/ Robert W. Grubbs
                                             __________________________________
                                                      Robert W. Grubbs
                                           President and Chief Executive Officer

Date: May 23, 2002                        By:     /s/ Dennis J. Letham
                                             __________________________________
                                                      Dennis J. Letham
                                               Senior Vice President - Finance
                                                 and Chief Financial Officer
EXHIBIT INDEX

  Exhibit
    No.                       Description of Exhibits
    --                        -----------------------

    99   Press Release issued by Anixter International Inc. on May 23, 2002.
EXHIBIT 99

FOR FURTHER INFORMATION:
AT THE COMPANY:                       AT ASHTON PARTNERS:
Dennis Letham                         Chris Kettmann            H. Patel
Chief Financial Officer               Investor Inquiries        Media Inquiries
(847) 715-2601                        (312) 553-6716            (312) 553-6745

FOR IMMEDIATE RELEASE
THURSDAY, May 23, 2002

                    ANIXTER INTERNATIONAL ANNOUNCES PROPOSED
                    ACQUISITION OF THE OPERATIONS AND ASSETS
                               OF PENTACON, INC.

     SKOKIE,  IL, May 23,  2002 - Anixter  International  Inc.  (NYSE:AXE),  the
largest global  distributor and logistics  services  provider of wire, cable and
connectors,  said today that its has executed a definitive  agreement to acquire
the  operations  and assets of Pentacon,  Inc.  (OTC BB:  PTAC.OB).  Anixter has
agreed  to pay  $121  million,  subject  to  certain  potential  purchase  price
adjustments,  for the operations and assets and to assume the trade obligations,
active employees and active facility leases of Pentacon.

     Pentacon  will  sell  the  operations  to  Anixter  as  part  of a plan  of
reorganization  filed in the United  States  Bankruptcy  court for the  Southern
District of Texas.

     The purchase of the Pentacon  operations and assets are conditioned  upon a
number of factors,  including  approval by the  Bankruptcy  Court and anti-trust
clearance.

     Pentacon  is an industry  leader in the  provision  of  advanced  inventory
management  services  for  fasteners  and  small  parts  including  procurement,
just-in-time  delivery,  quality assurance testing,  kitting, and e-commerce and
electronic  data  interchange  to a broad  spectrum of industrial  and aerospace
customers.  For the full-year 2001,  Pentacon had revenues of $259.4 million and
some of its top  customers  include  Boeing,  Bombardier,  Cummins,  and  Harley
Davidson.

     Commenting on the proposed acquisition, Robert W. Grubbs, President and CEO
of Anixter  International,  said,  "Pentacon's  business  model,  position  as a
value-added  distributor  and brand name,  Fortune 500 customer base are perfect
complements  to our current  integrated  supply and specialty wire and cable OEM
businesses.  This  acquisition  allows us to broaden  our product  offering  and
presents  the  opportunity  for  enhanced  organic  growth of both  Anixter  and
Pentacon,  all while  maintaining  our focus on bringing  increased value to our
suppliers  and  customers.  We also believe  there are  long-term  cross selling
opportunities as a result of this acquisition."

     "The  various  operations  that  comprise  Pentacon  have each had long and
successful operating track records. The operating performance, however, has been
overshadowed  by the high amount of leverage  and high cost of capital  that was
incurred  in  building  Pentacon.  We  believe  that by  removing  the costs and
uncertainty associated with the capital structure,  the Pentacon operations will
be able to grow and be a full  participant in the emerging  economic  recovery,"
continued Grubbs.

     Grubbs concluded, "The proposed transaction is an excellent way for Anixter
to use its distribution  know-how to effectively deploy the significant  amounts
of free cash flow that has been generated over the past few quarters.  We intend
to pay for the  acquisition  through a combination  of current cash balances and
added working capital borrowings. The acquisition is expected to be accretive to
earnings immediately upon completion of the transaction."

About Anixter
-------------
     Anixter  International  is the largest  global  distributor  and  logistics
services  provider  of  wire,  cable  and  connectors  for use in  data,  voice,
electrical  and  electronic  applications..   The  company  adds  value  to  the
distribution  process  by  providing  its  customers  access  to 1) the  largest
technical  sales force in the  industry,  2) more than 92,000  products and over
$450 million in inventory,  3) 103  warehouses  with more than 4 million  square
feet of space,  and 4) locations in 175 cities in 40 countries.  Founded in 1957
and  headquartered  near Chicago,  Anixter trades on The New York Stock Exchange
under the symbol AXE.
Safe Harbor Statement

     The  statements  in this news  release  that use such  words as  "believe,"
"expect," "intend," "anticipate,"  "contemplate,"  "estimate," "plan," "should,"
"may," or similar expressions are forward-looking  statements.  They are subject
to a number of factors that could cause the company's  actual  results to differ
materially from what is indicated here.  These factors include general  economic
conditions,  technology changes,  changes in supplier or customer relationships,
exchange  rate  fluctuations,  and new or  changed  competitors.  Please see the
company's Securities and Exchange Commission filings for more information.

      Additional information about Pentacon is available on the Internet at
                                www.pentacon.com
                                ----------------

      Additional information about Anixter is available on the Internet at
                                 www.anixter.com
                                 ---------------