<PAGE>   1

As filed with the Securities and Exchange
Commission on October 26, 1994                       Registration No. 33-_____
==============================================================================


                       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 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)

              Anthem Electronics, Inc. Incentive Stock Option Plan
            Anthem Electronics, Inc. Non-Qualified Stock Option Plan
                             (Full title of Plans)

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

                            Robert E. Klatell, Esq.
               Senior 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, including telephone number)

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

                                    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>
                                           Amount         Proposed maximum      Proposed maximum       Amount of
         Title of securities               to be           offering price      aggregate offering     registration
           to be registered              registered         per share(1)            price(1)            fee(2)
         -------------------             ----------       ----------------     ------------------     ------------
  <S>                                    <C>                 <C>                   <C>                   <C>
  Common Stock, $1.00 par value(3)       $673,857            $35.0625              $23,627,112           $8,148
</TABLE>


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

(1) Estimated pursuant to Rule 457(h) under the Securities Act of
    1933, as amended (the "Securities Act"), based on the average
    price of Arrow Electronics, Inc. Common Stock on the New York
    Stock Exchange on October 20, 1994 (the "Market Value").

(2) The registration fee for the securities registered hereby,
    $8,148, has been calculated pursuant to Rule 457(c) under the
    Securities Act.

(3) 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
                                     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 Arrow
Electronics, Inc. (the "Company") (File No. 1-4482) or Anthem Electronics, Inc.
with the Securities and Exchange Commission the ("Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act") or the Securities
Act of 1933, as amended (the "1933 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, 1993, the Company's Current Report on Form 8-K filed
     September 13, 1994 and the Company's Quarterly Reports on Form 10-Q for
     the quarters ended March 31, 1994 and June 30, 1994.

          2.  The Company's supplemental and pro forma financial information
     contained in the Company's registration statement on Form S-4 pursuant to
     the Securities Act of 1933 (Reg. No. 33-55645) including any amendment or
     report for the purpose of updating such information.

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

          4.  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.

          5.  The Anthem Electronics, Inc. Annual Report on Form 10-K for the
     year ended December 31, 1993, and the Anthem Electronics, Inc.  Quarterly
     Reports on Form 10-Q for the quarters ended March 31, 1994 and June 30,
     1994.

          All documents filed by the Company and Anthem Electronics, Inc. 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.





                                      -2-
<PAGE>   3
          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 or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

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.


<TABLE>
<CAPTION>
Exhibit
Number                                             Description
- -------                                            -----------
<S>            <C>  
4(a)      -    Amended and Restated Certificate of Incorporation of Arrow Electronics, Inc. (Designated as
               Exhibit 4(1) to the Registrant's Registration Statement on Form S-3 filed February 21, 1992
               (Reg. No. 33-45895)).

4(b)      -    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of
               Arrow Electronics, Inc.

4(c)      -    By-Laws of Arrow Electronics, Inc. (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 Anthem Electronics, Inc. Incentive Stock Option Plan and the Anthem Electronics, Inc.
               Non-Qualified Stock Option Plan, including their consent.

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

23(b)     -    Consent of Price Waterhouse LLP.

23(e)     -    Consent of Counsel (contained in the Opinion of the Company's Counsel, Exhibit 5 hereto).
</TABLE>





                                      -3-
<PAGE>   4
<TABLE>
<S>            <C>
24        -    Power of Attorney (contained in the signature page hereof).

99(a)     -    Anthem Electronics, Inc. Incentive Stock Option Plan.

99(b)     -    Anthem Electronics, Inc. Non-Qualified Stock Option Plan.
</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 by the Registrant
     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 undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the issuer'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
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





                                      -4-
<PAGE>   5
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 historical consolidated financial statements and related
schedules of Arrow Electronics, Inc. at December 31, 1993 and 1992, and for
each of the three years in the period ended December 31, 1993, incorporated by
reference from the Company's Annual Report (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.

          The supplemental consolidated financial statements of Arrow
Electronics, Inc. at December 31, 1993, and 1992, and for each of the three
years in the period ended December 31, 1993 (which give effect to the merger of
Arrow and Gates/FA Distributing, Inc., which was accounted for as a pooling of
interests, such supplemental consolidated financial statements will become the
historical financial statements of the Company once financial statements
covering the consummation date of the Gates/FA Distributing, Inc. business
combination are issued) incorporated by reference from the Company's
Registration Statement (Form S-4 No. 33-54413) 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.

          The consolidated financial statements of Anthem Electronics, Inc.
incorporated in this Registration Statement Form S-8 by reference to Anthem's
Annual Report on Form 10-K for the year ended December 31, 1993, have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given upon the authority of said firm as experts in auditing and
accounting.


                                 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

          The Registrant:  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 25th day of October, 1994.

                              ARROW ELECTRONICS, INC.


                              /s/ROBERT E. KLATELL                    
                              -----------------------------
                              By:  Robert E. Klatell
                              Senior 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
673,857 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:                   Date:  October 25, 1994
                                                    

/s/STEPHEN P. KAUFMAN         
- ------------------------------------------
Stephen P. Kaufman
Chairman and Chief Executive Officer


Principal Financial Officer:


/s/ROBERT E. KLATELL          
- -------------------------------------------------
Robert E. Klatell
Senior Vice President and Chief Financial Officer





                                      -6-
<PAGE>   7
Principal Accounting Officer:


/s/PAUL J. REILLY             
- ---------------------------------
Paul J. Reilly
Controller


Directors:


/s/DANIEL W. DUVAL            
- ---------------------------------
Daniel W. Duval
Director


/s/CARLO GIERSCH              
- --------------------------------
Carlo Giersch
Director


/s/J. SPENCER GOULD           
- --------------------------------
J. Spencer Gould
Director


/s/STEPHEN P. KAUFMAN         
- --------------------------------
Stephen P. Kaufman
Director


/s/LAWRENCE R. KEM
- --------------------------------
Lawrence R. Kem
Director


/s/ROBERT E. KLATELL          
- --------------------------------
Robert E. Klatell
Director


/s/STEPHEN W. MENEFEE         
- --------------------------------
Stephen W. Menefee
Director


/s/KAREN GORDON MILLS         
- --------------------------------
Karen Gordon Mills
Director


/s/ANNE POL                   
- --------------------------------
Anne Pol
Director





                                      -7-
<PAGE>   8



/s/RICHARD S. ROSENBLOOM      
- --------------------------------
Richard S. Rosenbloom
Director


/s/JOHN C. WADDELL            
- --------------------------------
John C. Waddell
Director





                                      -8-
<PAGE>   9

===============================================================================






                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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


                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       on

                                    Form S-8

                                     under

                           The Securities Act of 1933

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


              Anthem Electronics, Inc. Incentive Stock Option Plan
            Anthem Electronics, Inc. Non-Qualified Stock Option Plan
                           (Full title of the Plans)



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





===============================================================================
<PAGE>   10
                                 EXHIBIT INDEX


              Anthem Electronics, Inc. Incentive Stock Option Plan
            Anthem Electronics, Inc. Non-Qualified Stock Option Plan


<TABLE>
<CAPTION>
Exhibit                                                                                                                Sequential
Number                                          Description                                                           Page Number
- -------                                         -----------                                                           -----------
<S>            <C>                                                                                                       <C>
4(a)      -    Amended and Restated Certificate of Incorporation of Arrow                                                 *
               Electronics, Inc. (Designated as Exhibit 4(1) to the Registrant's Registration Statement on
               Form S-3 filed February 21, 1992 (Reg. No. 33-45895)).

4(b)      -    Certificate of Amendment to the Amended and Restated Certificate of                                        *
               Incorporation of Arrow Electronics, Inc.

4(c)      -    By-Laws of Arrow Electronics, Inc. (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 Anthem Electronics, Inc. Incentive Stock Option Plan and the Anthem Electronics,
               Inc. Non-Qualified Stock Option Plan, including their consent.

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

23(b)     -    Consent of Price Waterhouse LLP.

23(c)     -    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)     -    Anthem Electronics, Inc. Incentive Stock Option Plan.

99(b)     -    Anthem Electronics, Inc. Non-Qualified Stock Option Plan.
</TABLE>


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

*  Incorporated by reference.
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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": "033-56169", "film-number": "94555200"}, "business-address": {"street1": "25 HUB DR", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5163911300"}}
1

As filed with the Securities and Exchange
Commission on October 26, 1994                       Registration No. 33-_____
==============================================================================

                       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 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)

              Anthem Electronics, Inc. Incentive Stock Option Plan
            Anthem Electronics, Inc. Non-Qualified Stock Option Plan
                             (Full title of Plans)

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

                            Robert E. Klatell, Esq.
               Senior 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, including telephone number)

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

                                    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
Amount         Proposed maximum      Proposed maximum       Amount of
         Title of securities               to be           offering price      aggregate offering     registration
           to be registered              registered         per share(1)            price(1)            fee(2)
         -------------------             ----------       ----------------     ------------------     ------------
Common Stock, $1.00 par value(3)       $673,857            $35.0625              $23,627,112           $8,148
- --------------------

(1) Estimated pursuant to Rule 457(h) under the Securities Act of
    1933, as amended (the "Securities Act"), based on the average
    price of Arrow Electronics, Inc. Common Stock on the New York
    Stock Exchange on October 20, 1994 (the "Market Value").

(2) The registration fee for the securities registered hereby,
    $8,148, has been calculated pursuant to Rule 457(c) under the
    Securities Act.

(3) 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
                                     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 Arrow
Electronics, Inc. (the "Company") (File No. 1-4482) or Anthem Electronics, Inc.
with the Securities and Exchange Commission the ("Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act") or the Securities
Act of 1933, as amended (the "1933 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, 1993, the Company's Current Report on Form 8-K filed
     September 13, 1994 and the Company's Quarterly Reports on Form 10-Q for
     the quarters ended March 31, 1994 and June 30, 1994.

          2.  The Company's supplemental and pro forma financial information
     contained in the Company's registration statement on Form S-4 pursuant to
     the Securities Act of 1933 (Reg. No. 33-55645) including any amendment or
     report for the purpose of updating such information.

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

          4.  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.

          5.  The Anthem Electronics, Inc. Annual Report on Form 10-K for the
     year ended December 31, 1993, and the Anthem Electronics, Inc.  Quarterly
     Reports on Form 10-Q for the quarters ended March 31, 1994 and June 30,
     1994.

          All documents filed by the Company and Anthem Electronics, Inc. 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.

                                      -2-
3
          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 or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

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.
Exhibit
Number                                             Description
- -------                                            -----------
4(a)      -    Amended and Restated Certificate of Incorporation of Arrow Electronics, Inc. (Designated as
               Exhibit 4(1) to the Registrant's Registration Statement on Form S-3 filed February 21, 1992
               (Reg. No. 33-45895)).

4(b)      -    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of
               Arrow Electronics, Inc.

4(c)      -    By-Laws of Arrow Electronics, Inc. (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 Anthem Electronics, Inc. Incentive Stock Option Plan and the Anthem Electronics, Inc.
               Non-Qualified Stock Option Plan, including their consent.

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

23(b)     -    Consent of Price Waterhouse LLP.

23(e)     -    Consent of Counsel (contained in the Opinion of the Company's Counsel, Exhibit 5 hereto).
-3-
4
24        -    Power of Attorney (contained in the signature page hereof).

99(a)     -    Anthem Electronics, Inc. Incentive Stock Option Plan.

99(b)     -    Anthem Electronics, Inc. Non-Qualified Stock Option Plan.
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 by the Registrant
     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 undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the issuer'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
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

                                      -4-
5
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 historical consolidated financial statements and related
schedules of Arrow Electronics, Inc. at December 31, 1993 and 1992, and for
each of the three years in the period ended December 31, 1993, incorporated by
reference from the Company's Annual Report (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.

          The supplemental consolidated financial statements of Arrow
Electronics, Inc. at December 31, 1993, and 1992, and for each of the three
years in the period ended December 31, 1993 (which give effect to the merger of
Arrow and Gates/FA Distributing, Inc., which was accounted for as a pooling of
interests, such supplemental consolidated financial statements will become the
historical financial statements of the Company once financial statements
covering the consummation date of the Gates/FA Distributing, Inc. business
combination are issued) incorporated by reference from the Company's
Registration Statement (Form S-4 No. 33-54413) 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.

          The consolidated financial statements of Anthem Electronics, Inc.
incorporated in this Registration Statement Form S-8 by reference to Anthem's
Annual Report on Form 10-K for the year ended December 31, 1993, have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given upon the authority of said firm as experts in auditing and
accounting.

                                 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

          The Registrant:  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 25th day of October, 1994.

                              ARROW ELECTRONICS, INC.

                              /s/ROBERT E. KLATELL                    
                              -----------------------------
                              By:  Robert E. Klatell
                              Senior 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
673,857 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:                   Date:  October 25, 1994
                                                    

/s/STEPHEN P. KAUFMAN         
- ------------------------------------------
Stephen P. Kaufman
Chairman and Chief Executive Officer

Principal Financial Officer:

/s/ROBERT E. KLATELL          
- -------------------------------------------------
Robert E. Klatell
Senior Vice President and Chief Financial Officer

                                      -6-
7
Principal Accounting Officer:

/s/PAUL J. REILLY             
- ---------------------------------
Paul J. Reilly
Controller

Directors:

/s/DANIEL W. DUVAL            
- ---------------------------------
Daniel W. Duval
Director

/s/CARLO GIERSCH              
- --------------------------------
Carlo Giersch
Director

/s/J. SPENCER GOULD           
- --------------------------------
J. Spencer Gould
Director

/s/STEPHEN P. KAUFMAN         
- --------------------------------
Stephen P. Kaufman
Director

/s/LAWRENCE R. KEM
- --------------------------------
Lawrence R. Kem
Director

/s/ROBERT E. KLATELL          
- --------------------------------
Robert E. Klatell
Director

/s/STEPHEN W. MENEFEE         
- --------------------------------
Stephen W. Menefee
Director

/s/KAREN GORDON MILLS         
- --------------------------------
Karen Gordon Mills
Director

/s/ANNE POL                   
- --------------------------------
Anne Pol
Director

                                      -7-
8

/s/RICHARD S. ROSENBLOOM      
- --------------------------------
Richard S. Rosenbloom
Director

/s/JOHN C. WADDELL            
- --------------------------------
John C. Waddell
Director

                                      -8-
9

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       on

                                    Form S-8

                                     under

                           The Securities Act of 1933

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

              Anthem Electronics, Inc. Incentive Stock Option Plan
            Anthem Electronics, Inc. Non-Qualified Stock Option Plan
                           (Full title of the Plans)

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

===============================================================================
10
                                 EXHIBIT INDEX

              Anthem Electronics, Inc. Incentive Stock Option Plan
            Anthem Electronics, Inc. Non-Qualified Stock Option Plan
Exhibit                                                                                                                Sequential
Number                                          Description                                                           Page Number
- -------                                         -----------                                                           -----------
4(a)      -    Amended and Restated Certificate of Incorporation of Arrow                                                 *
               Electronics, Inc. (Designated as Exhibit 4(1) to the Registrant's Registration Statement on
               Form S-3 filed February 21, 1992 (Reg. No. 33-45895)).

4(b)      -    Certificate of Amendment to the Amended and Restated Certificate of                                        *
               Incorporation of Arrow Electronics, Inc.

4(c)      -    By-Laws of Arrow Electronics, Inc. (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 Anthem Electronics, Inc. Incentive Stock Option Plan and the Anthem Electronics,
               Inc. Non-Qualified Stock Option Plan, including their consent.

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

23(b)     -    Consent of Price Waterhouse LLP.

23(c)     -    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)     -    Anthem Electronics, Inc. Incentive Stock Option Plan.

99(b)     -    Anthem Electronics, Inc. Non-Qualified Stock Option Plan.
- ---------------------------

*  Incorporated by reference.