<PAGE>   1

     As filed with the Securities and Exchange Commission on May 24, 2000.
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             ARROW ELECTRONICS, INC.
               (Exact name of issuer 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
                                (631) 391-1300
        (Address and telephone number of principal executive offices)

                             Arrow Electronics, Inc.
                             Internet Business Group
                           Strategic Incentive Program
                            (Full Title of the Plan)

                             Robert E. Klatell, Esq.
                            Executive Vice President
                             Arrow Electronics, Inc.
                                  25 Hub Drive
                            Melville, New York 11747
                                 (631) 391-1300
            (Name, address and telephone number of agent for service)

                                   Copies to:
                       Milbank, Tweed, Hadley & McCloy LLP
                            One Chase Manhattan Plaza
                            New York, New York 10005
                                 (212) 530-5000
                       Attention: Howard S. Kelberg, Esq.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
  Title of Securities to be                                Proposed Maximum Offering    Proposed Maximum Aggregate     Amount of
          Registered            Amount to be Registered         Price Per Share(1)           Offering Price(2)      Registration Fee
====================================================================================================================================
<S>                             <C>                        <C>                          <C>                         <C>

Common Stock (par value              500,000                       $36.90                      $18,450,000               $4,871
   $1.00 per share)

====================================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee, based on the average of the high and low prices for Arrow
Electronics, Inc.'s common stock as reported on the New York Stock Exchange on
May 19, 2000.

(2) The proposed maximum aggregate offering price listed above has been
determined pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
and represents the sum of the aggregate exercise price of all shares registered
hereunder available for future grant under the Plan.



<PAGE>   2


                                     PART I

ITEM 1.       PLAN INFORMATION

                     This Registration Statement relates to the registration of
500,000 shares of Common Stock, $1.00 par value per share, of ARROW ELECTRONICS,
INC. (the "Registrant") awarded under the Arrow Electronics, Inc. Internet
Business Group Strategic Incentive Program (the "Plan"). Documents containing
the information required by Part I of the Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b). Such documents
are not filed with the Securities and Exchange Commission (the "Commission" or
the "SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 in reliance on Rule 428.

ITEM 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                     The Registrant will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to this
Registration Statement is delivered, a copy of any and all of the information
which has been incorporated by reference in such Prospectus and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to the Secretary, Arrow Electronics, Inc., 25 Hub Drive,
Melville, New York 11747 (telephone: (631) 391-1300).

                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

                     The following documents which have been filed by Arrow
Electronics, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as applicable, 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 fiscal
                     year ended December 31, 1999.

              2.     The description of the Company's Capital Stock contained in
                     the registration statement filed with the Commission under
                     the 1934 Act, including any amendment or report filed for
                     the purpose of updating such description.

              3.     All other reports filed by the Company pursuant to Section
                     13(a) or 15(d) of the Exchange Act.

All documents, filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange 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 Exchange 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 filed Incorporated Document modifies or supersedes such statement.
Any such statement so modified


                                       2
<PAGE>   3


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

                     The Common Stock being registered hereunder has been
registered pursuant to Section 12 of the Exchange Act and a description of the
Common Stock is contained in the Exchange Act registration statement which has
been filed with the Commission.

ITEM 5.       INTEREST OF NAMED EXPERTS AND COUNSEL

                     Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

                     Article 9 of the Company'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 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 Company also maintains directors' and officers'
liability insurance coverage which insures directors and officers of the Company
against certain losses arising from claims made, and for which the Company has
not provided reimbursement, by reason of their being directors and officers of
the Company or its subsidiaries.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

                     Not applicable.

ITEM 8.       EXHIBITS.

                     See Exhibit Index on page 7.

ITEM 9.       UNDERTAKINGS.

              (1)    The Company 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;

                            (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; and


                                       3
<PAGE>   4


                            (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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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 that 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 Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the issuer's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the above-mentioned provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.




                                       4
<PAGE>   5


                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the
Company 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 and the State of New York, on May 23,
2000.

                                       ARROW ELECTRONICS, INC.

                                       By:   /s/ Robert E. Klatell
                                             -----------------------------------
                                             Robert E. Klatell
                                             Executive Vice President





                                       5
<PAGE>   6


                                POWER OF ATTORNEY

              Each person whose signature appears below hereby severally
constitutes and appoints Stephen P. Kaufman, Robert E. Klatell, and John C.
Waddell and each of them acting singly, as his or her true and lawful
attorney-in-fact and agent, with full and several power of substitution and
resubstitution, to sign for him or her and in his or her name, place and stead
in any and all capacities indicated below, the registration statement on Form
S-8 filed herewith and any and all pre-effective and post-effective amendments
and supplements to the said registration statement, and to file the same, with
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 fully to all intents and purposes as he or she might or
could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.

              Pursuant to the requirement of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.

<TABLE>
<CAPTION>
         SIGNATURE                                              TITLE                                              DATE
<S>                                        <C>                                                                <C>


   /s/ Stephen P. Kaufman
----------------------------
     Stephen P. Kaufman                   Chairman, Principal Executive Officer, and Director                May 23, 2000


  /s/ Robert E. Klatell
----------------------------
     Robert E. Klatell                    Executive Vice President, Secretary, and Director                  May 23, 2000


  /s/ Sam R. Leno
----------------------------
     Sam R. Leno                          Senior Vice President and Principal Financial Officer              May 23, 2000


  /s/ Paul J. Reilly
----------------------------
     Paul J. Reilly                       Vice President, Finance and Principal Accounting Officer            May 23, 2000


  /s/ Daniel W. Duval
----------------------------
     Daniel W. Duval                                            Director                                      May 23, 2000



----------------------------
     Carlo Geirsch                                              Director                                    ________, 2000


 /s/ John N. Hanson
----------------------------
     John N. Hanson                                             Director                                      May 23, 2000


 /s/ Roger King
----------------------------
     Roger King                                                 Director                                      May 23, 2000


 /s/ Karen Gordon Mills
----------------------------
     Karen Gordon Mills                                         Director                                      May 23, 2000


 /s/ Barry W. Perry
----------------------------
     Barry W. Perry                                             Director                                      May 23, 2000


 /s/ Richard S. Rosenbloom
----------------------------
     Richard S. Rosenbloom                                      Director                                      May 23, 2000


 /s/ Francis M. Scricco
----------------------------
     Francis M. Scricco                                         Director                                      May 23, 2000



----------------------------
     Robert S. Throop                                           Director                                    ________, 2000


 /s/ John C. Waddell
----------------------------
     John C. Waddell                                            Director                                      May 23, 2000
</TABLE>



                                       6
<PAGE>   7


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                        Description
<S>                  <C>

5                    Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the legality of the Company's Common Stock.

23(a)                Consent of Milbank, Tweed, Hadley & McCloy LLP (included in the Opinion filed as Exhibit 5 hereto).

23(b)                Consent of Ernst & Young LLP, independent auditors.

24                   Power of Attorney (set forth on the signature page hereof).

99(a)                Arrow Electronics, Inc. Internet Business Group Strategic Incentive Program
</TABLE>






                                       7
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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": "333-37704", "film-number": "642654"}, "business-address": {"street1": "25 HUB DR", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5163911300"}}
1

     As filed with the Securities and Exchange Commission on May 24, 2000.
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             ARROW ELECTRONICS, INC.
               (Exact name of issuer 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
                                (631) 391-1300
        (Address and telephone number of principal executive offices)

                             Arrow Electronics, Inc.
                             Internet Business Group
                           Strategic Incentive Program
                            (Full Title of the Plan)

                             Robert E. Klatell, Esq.
                            Executive Vice President
                             Arrow Electronics, Inc.
                                  25 Hub Drive
                            Melville, New York 11747
                                 (631) 391-1300
            (Name, address and telephone number of agent for service)

                                   Copies to:
                       Milbank, Tweed, Hadley & McCloy LLP
                            One Chase Manhattan Plaza
                            New York, New York 10005
                                 (212) 530-5000
                       Attention: Howard S. Kelberg, Esq.

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
  Title of Securities to be                                Proposed Maximum Offering    Proposed Maximum Aggregate     Amount of
          Registered            Amount to be Registered         Price Per Share(1)           Offering Price(2)      Registration Fee
====================================================================================================================================
Common Stock (par value              500,000                       $36.90                      $18,450,000               $4,871
   $1.00 per share)

====================================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, based on the average of the high and low prices for Arrow
Electronics, Inc.'s common stock as reported on the New York Stock Exchange on
May 19, 2000.

(2) The proposed maximum aggregate offering price listed above has been
determined pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
and represents the sum of the aggregate exercise price of all shares registered
hereunder available for future grant under the Plan.
2

                                     PART I

ITEM 1.       PLAN INFORMATION

                     This Registration Statement relates to the registration of
500,000 shares of Common Stock, $1.00 par value per share, of ARROW ELECTRONICS,
INC. (the "Registrant") awarded under the Arrow Electronics, Inc. Internet
Business Group Strategic Incentive Program (the "Plan"). Documents containing
the information required by Part I of the Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b). Such documents
are not filed with the Securities and Exchange Commission (the "Commission" or
the "SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 in reliance on Rule 428.

ITEM 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                     The Registrant will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to this
Registration Statement is delivered, a copy of any and all of the information
which has been incorporated by reference in such Prospectus and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to the Secretary, Arrow Electronics, Inc., 25 Hub Drive,
Melville, New York 11747 (telephone: (631) 391-1300).

                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

                     The following documents which have been filed by Arrow
Electronics, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as applicable, 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 fiscal
                     year ended December 31, 1999.

              2.     The description of the Company's Capital Stock contained in
                     the registration statement filed with the Commission under
                     the 1934 Act, including any amendment or report filed for
                     the purpose of updating such description.

              3.     All other reports filed by the Company pursuant to Section
                     13(a) or 15(d) of the Exchange Act.

All documents, filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange 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 Exchange 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 filed Incorporated Document modifies or supersedes such statement.
Any such statement so modified

                                       2
3

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

                     The Common Stock being registered hereunder has been
registered pursuant to Section 12 of the Exchange Act and a description of the
Common Stock is contained in the Exchange Act registration statement which has
been filed with the Commission.

ITEM 5.       INTEREST OF NAMED EXPERTS AND COUNSEL

                     Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

                     Article 9 of the Company'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 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 Company also maintains directors' and officers'
liability insurance coverage which insures directors and officers of the Company
against certain losses arising from claims made, and for which the Company has
not provided reimbursement, by reason of their being directors and officers of
the Company or its subsidiaries.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

                     Not applicable.

ITEM 8.       EXHIBITS.

                     See Exhibit Index on page 7.

ITEM 9.       UNDERTAKINGS.

              (1)    The Company 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;

                            (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; and

                                       3
4

                            (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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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 that 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 Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the issuer's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the above-mentioned provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.

                                       4
5

                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the
Company 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 and the State of New York, on May 23,
2000.

                                       ARROW ELECTRONICS, INC.

                                       By:   /s/ Robert E. Klatell
                                             -----------------------------------
                                             Robert E. Klatell
                                             Executive Vice President

                                       5
6

                                POWER OF ATTORNEY

              Each person whose signature appears below hereby severally
constitutes and appoints Stephen P. Kaufman, Robert E. Klatell, and John C.
Waddell and each of them acting singly, as his or her true and lawful
attorney-in-fact and agent, with full and several power of substitution and
resubstitution, to sign for him or her and in his or her name, place and stead
in any and all capacities indicated below, the registration statement on Form
S-8 filed herewith and any and all pre-effective and post-effective amendments
and supplements to the said registration statement, and to file the same, with
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 fully to all intents and purposes as he or she might or
could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.

              Pursuant to the requirement of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.
SIGNATURE                                              TITLE                                              DATE
/s/ Stephen P. Kaufman
----------------------------
     Stephen P. Kaufman                   Chairman, Principal Executive Officer, and Director                May 23, 2000

  /s/ Robert E. Klatell
----------------------------
     Robert E. Klatell                    Executive Vice President, Secretary, and Director                  May 23, 2000

  /s/ Sam R. Leno
----------------------------
     Sam R. Leno                          Senior Vice President and Principal Financial Officer              May 23, 2000

  /s/ Paul J. Reilly
----------------------------
     Paul J. Reilly                       Vice President, Finance and Principal Accounting Officer            May 23, 2000

  /s/ Daniel W. Duval
----------------------------
     Daniel W. Duval                                            Director                                      May 23, 2000

----------------------------
     Carlo Geirsch                                              Director                                    ________, 2000

 /s/ John N. Hanson
----------------------------
     John N. Hanson                                             Director                                      May 23, 2000

 /s/ Roger King
----------------------------
     Roger King                                                 Director                                      May 23, 2000

 /s/ Karen Gordon Mills
----------------------------
     Karen Gordon Mills                                         Director                                      May 23, 2000

 /s/ Barry W. Perry
----------------------------
     Barry W. Perry                                             Director                                      May 23, 2000

 /s/ Richard S. Rosenbloom
----------------------------
     Richard S. Rosenbloom                                      Director                                      May 23, 2000

 /s/ Francis M. Scricco
----------------------------
     Francis M. Scricco                                         Director                                      May 23, 2000

----------------------------
     Robert S. Throop                                           Director                                    ________, 2000

 /s/ John C. Waddell
----------------------------
     John C. Waddell                                            Director                                      May 23, 2000
6
7

                                  EXHIBIT INDEX
Exhibit No.                        Description
5                    Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the legality of the Company's Common Stock.

23(a)                Consent of Milbank, Tweed, Hadley & McCloy LLP (included in the Opinion filed as Exhibit 5 hereto).

23(b)                Consent of Ernst & Young LLP, independent auditors.

24                   Power of Attorney (set forth on the signature page hereof).

99(a)                Arrow Electronics, Inc. Internet Business Group Strategic Incentive Program
7