<PAGE>   1
                                                    Registration No. 33- _______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         -------------------------------

                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         -------------------------------


                             ARROW ELECTRONICS, INC.
             (Exact name of Registrant as specified in its charter)

      New York                                        11-1806155
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                     25 Hub Drive, Melville, New York 11747
                    (Address of principal executive offices)

                Arrow Electronics, Inc. Stock Option Plan - 1991
              Arrow Electronics, Inc. Restricted Stock Plan - 1991
                             (Full titles of Plans)

                         -------------------------------

                             Robert E. Klatell, Esq.
              Executive Vice President and Chief Financial Officer
                             Arrow Electronics, Inc.
                     25 Hub Drive, Melville, New York 11747
                                 (516) 391-1300
                     (Name and address of agent for service)

                         -------------------------------
                                    Copy to:
                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 858-1000
                       Attention: Howard S. Kelberg, Esq.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================================
      Title of securities     Amount to be         Proposed maximum offering    Proposed maximum aggregate    Amount of registration
        to be registered       registered              price per share(1)           offering price(1)                fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                        <C>                         <C>                          <C>    
Common Stock, $1.00 par         1,650,000                  $52.00                      $85,800,000                  $29,590
value(2)
====================================================================================================================================
</TABLE>

- ----------
                                                          
(1)      Pursuant to Rule 457(h) and Rule 457(c) of the Securities Act of 1933,
         as amended (the "Securities Act"), the proposed maximum offering price
         per share and the registration fee are based on the average price of
         Arrow Electronics, Inc. Common Stock on the New York Stock Exchange on
         July 14, 1995.

(2)      This Registration Statement also pertains to rights to purchase
         Participating Preferred Stock of the Registrant (the "Rights"). Until
         the occurrence of certain prescribed events, the Rights are not
         exercisable, are evidenced by the certificates for Arrow Electronics,
         Inc. Common Stock and will be transferred together with and only with
         such securities. Thereafter, separate Rights certificates will be
         issued representing one Right for each share of Arrow Electronics, Inc.
         Common Stock held subject to adjustment pursuant to anti-dilution
         provisions.

 

<PAGE>   2



                               STATEMENT PURSUANT
                                       TO
                              GENERAL INSTRUCTION E

         Pursuant to and as permitted by General Instruction E to Form S-8, this
Registration Statement on Form S-8 is being filed to register 1,650,000
additional shares of Common Stock, $1.00 par value, of Arrow Electronics, Inc.
(the "Company") for issuance under the Arrow Electronics, Inc. Stock Option
Plan - 1991 and the Arrow Electronics, Inc. Restricted Stock Plan - 1991,
respectively. The contents of the Company's Registration Statement on Form S-8,
Registration No. 33-48252, are hereby incorporated herein by reference except to
the extent modified herein.

                                     PART I

               INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents which have heretofore been filed by the Company
(File No. 1-4482) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
are incorporated by reference herein and shall be deemed to be a part hereof:

         1. The Company's Annual Report on Form 10-K for the year ended December
31, 1994 and the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.

         2. Description of the Company's capital stock contained in the
Company's registration statement filed under the 1934 Act, including any
amendment or report filed for the purpose of updating such description.

         3. The description of the Company's Rights contained in the Company's
registration statement filed under the 1934 Act, including any amendment or
report filed for the purpose of updating such description.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the
offering made by this Registration Statement is in effect prior to the filing
with the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently

 
                                       -2-


<PAGE>   3



filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         See Item 3.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 9 of the Registrant's Certificate of Incorporation permits the
indemnification of officers and directors under certain circumstances to the
full extent that such indemnification may be permitted by law.

         Such rights of indemnification are in addition to, and not in
limitation of, any rights to indemnification to which any officer or director of
the Company is entitled under the Business Corporation Law of the State of New
York (Sections 721 through 727), which provides for indemnification by a
corporation of its officers and directors under certain circumstances as stated
in the Business Corporation Law and subject to specified limitations set forth
in the Business Corporation Law.

         The Registrant also maintains directors' and officers' liability
insurance coverage which insures directors and officers of the Registrant
against certain losses arising from claims made, and for which the Registrant
has not provided reimbursement, by reason of their being directors and officers
of the Registrant or its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following documents are filed as part of this Registration
Statement or incorporated by reference herein:

<TABLE>
<CAPTION>
Exhibit
Number                                      Description
- ------                                      -----------
<S>          <C>      <C>
4(a)         -        Amended and Restated Certificate of Incorporation of
                      Arrow Electronics, Inc., as amended (Designated as Exhibit
                      3(a) to the Registrant's Annual Report on Form 10-K for
                      the year ended December 31, 1994, Commission File No.
                      1-4482).

4(b)         -        By-Laws of Arrow Electronics, Inc., as amended (Designated
                      as Exhibit 3(b) in the Registrant's Annual Report on Form
                      10-K for the year ended December 31, 1986, Commission File
                      No. 1-4482).

5            -        Opinion of Winthrop, Stimson, Putnam & Roberts as to the
                      legality of securities offered under the Arrow
                      Electronics, Inc. Stock Option Plan - 1991 and the Arrow
                      Electronics, Inc. Restricted Stock Plan - 1991, including
                      their consent.*

23(a)        -        Consent of Ernst & Young LLP.*
- --------
*    Filed herewith.

 
                                       -3-


<PAGE>   4




23(b)        -        Consent of Counsel (contained in the Opinion of the
                      Company's Counsel, Exhibit 5 hereto).*

24           -        Power of Attorney (contained in the signature page
                      hereof).*

99(a)        -        Arrow Electronics, Inc. Stock Option Plan - 1991, as
                      amended.*

99(b)        -        Arrow Electronics, Inc. Restricted Stock Plan - 1991, as
                      amended.*
</TABLE>


ITEM 9.      UNDERTAKINGS.

             (1)  The undersigned Registrant hereby undertakes:

                      (a) To file, during any period in which offers or sales
                      are being made, a post-effective amendment to this
                      Registration Statement:

                     (i)            To include any prospectus required by 
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                     (ii)           To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                     (iii)          To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs are contained
in periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

                  (b) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at the time shall be deemed to be the initial bona
                  fide offering thereof.

                  (c) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the

- -----------------------------------

*        Filed herewith.

 
                                       -4-


<PAGE>   5



Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering hereof.

         (3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                     EXPERTS

         The consolidated financial statements of the Company at December 31,
1994 and 1993, and for each of the three years in the period ended December 31,
1994, incorporated by reference from the Company's Annual Report on Form 10-K
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report appearing elsewhere therein, and are incorporated in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.

                                  LEGAL OPINION

         The legality of the Common Stock offered pursuant to the Registration
Statement has been passed upon for the Company by Winthrop, Stimson, Putnam &
Roberts, Counsel for the Company, One Battery Park Plaza, New York, New York
10004.

 
                                       -5-


<PAGE>   6



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melville, State of New York, on the 19th day of July,
1995.

                                                ARROW ELECTRONICS, INC.

                                                  /s/ Robert E. Klatell
                                                -------------------------
                                                By: Robert E. Klatell
                                                    Executive Vice President and
                                                    Chief Financial Officer

                                POWER OF ATTORNEY

         Know all men by these presents, that each officer or director of Arrow
Electronics, Inc. whose signature appears below constitutes and appoints
Stephen P. Kaufman, Robert E. Klatell and John C. Waddell, and each of them
singly, his true and lawful attorney-in-fact and agent, with full and several
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 to be filed pursuant to
the Securities Act of 1933 in connection with the registration of up to
1,650,000 shares of Common Stock, par value $1.00 per share, and any or all
amendments, including pre- and post-effective amendments and supplements to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done. Each of said attorneys-in-fact shall have power to act
hereunder with or without the other.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on dates indicated.

Principal Executive Officer:

/s/ Stephen P. Kaufman                               July 19, 1995
- --------------------------------------                                     
Stephen P. Kaufman
Chairman and Chief Executive Officer

Principal Financial Officer:

/s/ Robert E. Klatell                                July 19, 1995
- --------------------------------------                        
Robert E. Klatell
Executive Vice President and Chief

  Financial Officer

 
                                       -6-


<PAGE>   7



Principal Accounting Officer:

/s/ Paul J. Reilly                                   July 19, 1995
- -------------------------------------                       
Paul J. Reilly
Controller

/s/ Daniel W. Duval                                  July 19, 1995
- -------------------------------------                           
Daniel W. Duval
Director

/s/ Carlo Giersch                                    July 19, 1995
- -------------------------------------
Carlo Giersch
Director

/s/ Stephen P. Kaufman                               July 19, 1995
- -------------------------------------                             
Stephen P. Kaufman
Director

/s/ Roger King                                       July 19, 1995
- -------------------------------------                             
Roger King
Director

/s/ Robert E. Klatell                                July 19, 1995
- ----------------------------------------                          
Robert E. Klatell
Director

/s/ Stephen W. Menefee                               July 19, 1995
- -------------------------------------                             
Steven W. Menefee
Director

/s/ Karen Gordon Mills                               July 19, 1995
- -------------------------------------                             
Karen Gordon Mills
Director

/s/ Anne Pol                                         July 19, 1995
- -------------------------------------                             
Anne Pol
Director

 
                                       -7-


<PAGE>   8




/s/ Richard S. Rosenbloom                            July 19, 1995
- ------------------------------------                              
Richard S. Rosenbloom
Director

/s/ Robert S. Throop                                 July 19, 1995
- ------------------------------------                          
Robert S. Throop
Director

/s/ John C. Waddell                                  July 19, 1995
- ------------------------------------                           
John C. Waddell
Director

 
                                       -8-


<PAGE>   9



                                  EXHIBIT INDEX

                Arrow Electronics, Inc. Stock Option Plan - 1991
              Arrow Electronics, Inc. Restricted Stock Plan - 1991

<TABLE>
<CAPTION>

Exhibit
Number               Description
- ------               -----------
<S>              <C>
4(a)             -   Amended and Restated Certificate of Incorporation of Arrow
                     Electronics, Inc. (Designated as Exhibit 3(a) to the
                     Registrant's Annual Report on Form 10-K for the year ended
                     December 31, 1994, Commission File No. 1-4482).

4(b)             -   By-Laws of Arrow Electronics, Inc., as amended (Designated
                     as Exhibit 3(b) in the Registrant's Annual Report on Form
                     10-K for the year ended December 31, 1986, Commission File
                     No. 1-4482).

5                -   Opinion of Winthrop, Stimson, Putnam & Roberts, as to the
                     legality of securities offered under the Arrow Electronics,
                     Inc. Stock Option Plan - 1991 and the Arrow Electronics,
                     Inc. Restricted Stock Plan - 1991, including their
                     consent.*

23(a)            -   Consent of Ernst & Young LLP.*

23(b)            -   Consent of Counsel (contained in the Opinion of the
                     Company's Counsel, Exhibit 5 hereto).*

24               -   Power of Attorney (contained in the signature page
                     hereof).*

99(a)            -   Arrow Electronics, Inc. Stock Option Plan - 1991, as
                     amended.*

99(b)            -   Arrow Electronics, Inc. Restricted Stock Plan - 1991, as
                     amended.*

</TABLE>
- ------------------------------

*        Filed herewith.
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{"company-data": {"conformed-name": "ARROW ELECTRONICS INC", "cik": "0000007536", "assigned-sic": "5065", "irs-number": "111806155", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61121", "film-number": "95554817"}, "business-address": {"street1": "25 HUB DR", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5163911300"}}
1
                                                    Registration No. 33- _______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         -------------------------------

                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         -------------------------------

                             ARROW ELECTRONICS, INC.
             (Exact name of Registrant as specified in its charter)

      New York                                        11-1806155
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                     25 Hub Drive, Melville, New York 11747
                    (Address of principal executive offices)

                Arrow Electronics, Inc. Stock Option Plan - 1991
              Arrow Electronics, Inc. Restricted Stock Plan - 1991
                             (Full titles of Plans)

                         -------------------------------

                             Robert E. Klatell, Esq.
              Executive Vice President and Chief Financial Officer
                             Arrow Electronics, Inc.
                     25 Hub Drive, Melville, New York 11747
                                 (516) 391-1300
                     (Name and address of agent for service)

                         -------------------------------
                                    Copy to:
                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 858-1000
                       Attention: Howard S. Kelberg, Esq.

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
      Title of securities     Amount to be         Proposed maximum offering    Proposed maximum aggregate    Amount of registration
        to be registered       registered              price per share(1)           offering price(1)                fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par         1,650,000                  $52.00                      $85,800,000                  $29,590
value(2)
====================================================================================================================================
- ----------
                                                          
(1)      Pursuant to Rule 457(h) and Rule 457(c) of the Securities Act of 1933,
         as amended (the "Securities Act"), the proposed maximum offering price
         per share and the registration fee are based on the average price of
         Arrow Electronics, Inc. Common Stock on the New York Stock Exchange on
         July 14, 1995.

(2)      This Registration Statement also pertains to rights to purchase
         Participating Preferred Stock of the Registrant (the "Rights"). Until
         the occurrence of certain prescribed events, the Rights are not
         exercisable, are evidenced by the certificates for Arrow Electronics,
         Inc. Common Stock and will be transferred together with and only with
         such securities. Thereafter, separate Rights certificates will be
         issued representing one Right for each share of Arrow Electronics, Inc.
         Common Stock held subject to adjustment pursuant to anti-dilution
         provisions.
2

                               STATEMENT PURSUANT
                                       TO
                              GENERAL INSTRUCTION E

         Pursuant to and as permitted by General Instruction E to Form S-8, this
Registration Statement on Form S-8 is being filed to register 1,650,000
additional shares of Common Stock, $1.00 par value, of Arrow Electronics, Inc.
(the "Company") for issuance under the Arrow Electronics, Inc. Stock Option
Plan - 1991 and the Arrow Electronics, Inc. Restricted Stock Plan - 1991,
respectively. The contents of the Company's Registration Statement on Form S-8,
Registration No. 33-48252, are hereby incorporated herein by reference except to
the extent modified herein.

                                     PART I

               INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents which have heretofore been filed by the Company
(File No. 1-4482) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
are incorporated by reference herein and shall be deemed to be a part hereof:

         1. The Company's Annual Report on Form 10-K for the year ended December
31, 1994 and the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.

         2. Description of the Company's capital stock contained in the
Company's registration statement filed under the 1934 Act, including any
amendment or report filed for the purpose of updating such description.

         3. The description of the Company's Rights contained in the Company's
registration statement filed under the 1934 Act, including any amendment or
report filed for the purpose of updating such description.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the
offering made by this Registration Statement is in effect prior to the filing
with the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently

 
                                       -2-
3

filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         See Item 3.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 9 of the Registrant's Certificate of Incorporation permits the
indemnification of officers and directors under certain circumstances to the
full extent that such indemnification may be permitted by law.

         Such rights of indemnification are in addition to, and not in
limitation of, any rights to indemnification to which any officer or director of
the Company is entitled under the Business Corporation Law of the State of New
York (Sections 721 through 727), which provides for indemnification by a
corporation of its officers and directors under certain circumstances as stated
in the Business Corporation Law and subject to specified limitations set forth
in the Business Corporation Law.

         The Registrant also maintains directors' and officers' liability
insurance coverage which insures directors and officers of the Registrant
against certain losses arising from claims made, and for which the Registrant
has not provided reimbursement, by reason of their being directors and officers
of the Registrant or its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following documents are filed as part of this Registration
Statement or incorporated by reference herein:
Exhibit
Number                                      Description
- ------                                      -----------
4(a)         -        Amended and Restated Certificate of Incorporation of
                      Arrow Electronics, Inc., as amended (Designated as Exhibit
                      3(a) to the Registrant's Annual Report on Form 10-K for
                      the year ended December 31, 1994, Commission File No.
                      1-4482).

4(b)         -        By-Laws of Arrow Electronics, Inc., as amended (Designated
                      as Exhibit 3(b) in the Registrant's Annual Report on Form
                      10-K for the year ended December 31, 1986, Commission File
                      No. 1-4482).

5            -        Opinion of Winthrop, Stimson, Putnam & Roberts as to the
                      legality of securities offered under the Arrow
                      Electronics, Inc. Stock Option Plan - 1991 and the Arrow
                      Electronics, Inc. Restricted Stock Plan - 1991, including
                      their consent.*

23(a)        -        Consent of Ernst & Young LLP.*
- --------
*    Filed herewith.

 
                                       -3-
4

23(b)        -        Consent of Counsel (contained in the Opinion of the
                      Company's Counsel, Exhibit 5 hereto).*

24           -        Power of Attorney (contained in the signature page
                      hereof).*

99(a)        -        Arrow Electronics, Inc. Stock Option Plan - 1991, as
                      amended.*

99(b)        -        Arrow Electronics, Inc. Restricted Stock Plan - 1991, as
                      amended.*
ITEM 9.      UNDERTAKINGS.

             (1)  The undersigned Registrant hereby undertakes:

                      (a) To file, during any period in which offers or sales
                      are being made, a post-effective amendment to this
                      Registration Statement:

                     (i)            To include any prospectus required by 
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                     (ii)           To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                     (iii)          To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs are contained
in periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

                  (b) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at the time shall be deemed to be the initial bona
                  fide offering thereof.

                  (c) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the

- -----------------------------------

*        Filed herewith.

 
                                       -4-
5

Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering hereof.

         (3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                     EXPERTS

         The consolidated financial statements of the Company at December 31,
1994 and 1993, and for each of the three years in the period ended December 31,
1994, incorporated by reference from the Company's Annual Report on Form 10-K
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report appearing elsewhere therein, and are incorporated in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.

                                  LEGAL OPINION

         The legality of the Common Stock offered pursuant to the Registration
Statement has been passed upon for the Company by Winthrop, Stimson, Putnam &
Roberts, Counsel for the Company, One Battery Park Plaza, New York, New York
10004.

 
                                       -5-
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melville, State of New York, on the 19th day of July,
1995.

                                                ARROW ELECTRONICS, INC.

                                                  /s/ Robert E. Klatell
                                                -------------------------
                                                By: Robert E. Klatell
                                                    Executive Vice President and
                                                    Chief Financial Officer

                                POWER OF ATTORNEY

         Know all men by these presents, that each officer or director of Arrow
Electronics, Inc. whose signature appears below constitutes and appoints
Stephen P. Kaufman, Robert E. Klatell and John C. Waddell, and each of them
singly, his true and lawful attorney-in-fact and agent, with full and several
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 to be filed pursuant to
the Securities Act of 1933 in connection with the registration of up to
1,650,000 shares of Common Stock, par value $1.00 per share, and any or all
amendments, including pre- and post-effective amendments and supplements to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done. Each of said attorneys-in-fact shall have power to act
hereunder with or without the other.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on dates indicated.

Principal Executive Officer:

/s/ Stephen P. Kaufman                               July 19, 1995
- --------------------------------------                                     
Stephen P. Kaufman
Chairman and Chief Executive Officer

Principal Financial Officer:

/s/ Robert E. Klatell                                July 19, 1995
- --------------------------------------                        
Robert E. Klatell
Executive Vice President and Chief

  Financial Officer

 
                                       -6-
7

Principal Accounting Officer:

/s/ Paul J. Reilly                                   July 19, 1995
- -------------------------------------                       
Paul J. Reilly
Controller

/s/ Daniel W. Duval                                  July 19, 1995
- -------------------------------------                           
Daniel W. Duval
Director

/s/ Carlo Giersch                                    July 19, 1995
- -------------------------------------
Carlo Giersch
Director

/s/ Stephen P. Kaufman                               July 19, 1995
- -------------------------------------                             
Stephen P. Kaufman
Director

/s/ Roger King                                       July 19, 1995
- -------------------------------------                             
Roger King
Director

/s/ Robert E. Klatell                                July 19, 1995
- ----------------------------------------                          
Robert E. Klatell
Director

/s/ Stephen W. Menefee                               July 19, 1995
- -------------------------------------                             
Steven W. Menefee
Director

/s/ Karen Gordon Mills                               July 19, 1995
- -------------------------------------                             
Karen Gordon Mills
Director

/s/ Anne Pol                                         July 19, 1995
- -------------------------------------                             
Anne Pol
Director

 
                                       -7-
8

/s/ Richard S. Rosenbloom                            July 19, 1995
- ------------------------------------                              
Richard S. Rosenbloom
Director

/s/ Robert S. Throop                                 July 19, 1995
- ------------------------------------                          
Robert S. Throop
Director

/s/ John C. Waddell                                  July 19, 1995
- ------------------------------------                           
John C. Waddell
Director

 
                                       -8-
9

                                  EXHIBIT INDEX

                Arrow Electronics, Inc. Stock Option Plan - 1991
              Arrow Electronics, Inc. Restricted Stock Plan - 1991
Exhibit
Number               Description
- ------               -----------
4(a)             -   Amended and Restated Certificate of Incorporation of Arrow
                     Electronics, Inc. (Designated as Exhibit 3(a) to the
                     Registrant's Annual Report on Form 10-K for the year ended
                     December 31, 1994, Commission File No. 1-4482).

4(b)             -   By-Laws of Arrow Electronics, Inc., as amended (Designated
                     as Exhibit 3(b) in the Registrant's Annual Report on Form
                     10-K for the year ended December 31, 1986, Commission File
                     No. 1-4482).

5                -   Opinion of Winthrop, Stimson, Putnam & Roberts, as to the
                     legality of securities offered under the Arrow Electronics,
                     Inc. Stock Option Plan - 1991 and the Arrow Electronics,
                     Inc. Restricted Stock Plan - 1991, including their
                     consent.*

23(a)            -   Consent of Ernst & Young LLP.*

23(b)            -   Consent of Counsel (contained in the Opinion of the
                     Company's Counsel, Exhibit 5 hereto).*

24               -   Power of Attorney (contained in the signature page
                     hereof).*

99(a)            -   Arrow Electronics, Inc. Stock Option Plan - 1991, as
                     amended.*

99(b)            -   Arrow Electronics, Inc. Restricted Stock Plan - 1991, as
                     amended.*
- ------------------------------

*        Filed herewith.