AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998
                                                 REGISTRATION NO. 333-


         			SECURITIES AND EXCHANGE COMMISSION
               			WASHINGTON, D.C.  20549




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




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



        NEW YORK                                               11-1890605
 (State or other jurisdiction                                 (IRS Employer
  of incorporation or organization)                        Identification No.)
          
                                80 CUTTER MILL ROAD
                              GREAT NECK, NEW YORK 11021
                       (Address of principal executive offices)

                          AVNET DEFERRED COMPENSATION PLAN
                               (Full title of the plan)

<TABLE>
<CAPTION>
RAYMOND SADOWSKI                             DAVID R. BIRK
SENIOR VICE PRESIDENT                        SENIOR VICE PRESIDENT, SECRETARY 
AND CHIEF FINANCIAL OFFICER                  AND GENERAL COUNSEL
AVNET, INC.                                  AVNET, INC.
80 CUTTER MILL ROAD                          80 CUTTER MILL ROAD
GREAT NECK, NEW YORK 11021                   GREAT NECK, NEW YORK 11021
(516) 466-7000                               (516) 466-7000

                   (Name, address, including ZIP Code, and telephone number,
                          including area code, of agent for service)


                                      Copies to:
                         					    MARK I. BOGART, ESQ.
                                    RUDNICK & WOLFE
                               203 NORTH LASALLE STREET
                                      SUITE 1800
                               CHICAGO, ILLINOIS  60601
                                    (312) 368-4000
                              (312) 236-7516 (TELECOPIER)




                           CALCULATION OF REGISTRATION FEE

 Title of securities 	  Amount to be   Proposed         Proposed    Amount of
 to be registered{(1)}  registered     maximum          maximum   registration 
                                       offering price   aggregate    fee
                                       per share        offering 
										                                              price{(2)}
<S>                     <C>            <C>              <C>         <C>
Avnet Deferred 
Compensation Plan     {(3)}           {(3)}            $50,000,000  $14,750
Obligations
</TABLE>

(1)The  Deferred Compensation Plan Obligations are unsecured obligations Avnet,
   Inc. to  pay  certain benefits in the future in accordance with the terms of
   the Avnet Deferred Compensation Plan.
(2)Estimated solely for the purpose of calculating the registration fee.
(3)Omitted pursuant to Rule 457(0).
<PAGE>
                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents  are  incorporated  by  reference  in  this
registration statement: (a) the Registrant's Annual Report on Form 10-K for
the fiscal year ended June  27,  1997 (Commission File No. 1-4224); (b) the
Registrant's Current Report on Form 8-K dated and filed September 23, 1997;
(c) the Registrant's Current Report  on  Form  8-K dated September 25, 1997
and filed November 5, 1997; and (d) the Registrant's  Quarterly  Report  on
Form 10-Q for the quarterly period ended September 26, 1997.

     All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
and prior to  the filing of a post-effective amendment to this Registration
Statement which  indicates  that  all  securities  offered hereby have been
sold,  or  which deregisters all securities covered hereby  then  remaining
unsold, shall  be deemed to be incorporated by reference in and made a part
of this Registration  Statement  from  the  respective  dates on which such
documents are filed.

ITEM 4.   DESCRIPTION OF SECURITIES.

     $50,000,000   of   Avnet   Deferred   Compensation   Plan  obligations
("Obligations") being registered under this Registration Statement  may  be
offered  to  "Eligible  Employees" who are Participants, both as defined in
the Avnet Deferred Compensation  Plan  (the  "Plan").   The Obligations are
general unsecured obligations of the Registrant to pay certain  benefits in
the  future  in  accordance with the terms of the Plan.  Benefits are  paid
from the general assets  of  the  Registrant  or  from  the  Avnet Deferred
Compensation Rabbi Trust (the "Trust"), the assets of which are  subject to
the  claims  of  the  Registrant's general creditors in the event that  the
Registrant becomes "Insolvent" (as defined in the Trust).  Accordingly, the
Obligations  rank  PARI  PASSU  with  other  unsecured  and  unsubordinated
indebtedness of the Registrant from time to time outstanding.

     The Obligations are not  subject  to  redemption, in whole or in part,
prior to the termination, retirement, death, a scheduled Early Distribution
Date  (as defined below) or Financial Hardship  (as  defined  below)  of  a
Participant.   However,  the  Registrant  reserves  the  right  to amend or
terminate  the  Plan  at  any  time,  except  that  no  such  amendment  or
termination  shall  reduce  a  Participant's  right  to  Obligations in the
Participant's  Accounts  (as defined in the Plan) as of the  date  of  such
amendment or termination.

     The amount of Compensation  (as  defined in the Plan) deferred by each
Participant is determined in accordance  with  each  Participant's deferral
election  form  and  the  provisions  of  the Plan. Participants  may  make
elections  concerning  where  their  Accounts  are  to  be  invested  under
investment options provided for under the Plan.   However, the Accounts are
unfunded bookkeeping accounts, the returns on which  are  measured  by  the
performance  of  the  investment funds elected by each Participant, and are
used to determine the amount  of  the  Obligations issued to a Participant.
Participants cannot sell, assign, transfer,  pledge  or  otherwise encumber
any Obligation.

     A Participant's Account, as adjusted for investment returns,  will  be
payable  upon  termination  of  employment  (including  retirement), death,
disability,  a  scheduled  Early Distribution Date, Financial  Hardship  or
termination of employment. The  timing  and  form  of  distribution will be
determined  in  accordance  with  the  terms  of  the  Plan.   In  general,
distributions will be made in a lump sum if made as a result of  (1) death,
(2)  a  Participant's  Account being less than $25,000, (3) the Participant
having less than five years of service with Avnet and not being disabled at
termination, (4) a scheduled  Early  Distribution  Date  or  (5)  Financial
Hardship.  For other Participants who terminate employment with an  Account
balance  of  $25,000  or more and due to disability or after completing  at
least five years of service,  distributions  will  be made in substantially
equal  monthly installments over a 15 year period.  Such  participants  may
also make  a  written  election  filed  with  the  Committee  to  receive a
distribution  in  the form of a lump sum or in substantially equal periodic
payments made over  a five or ten year period.  However, except in the case
of disability, such written  election  must  be filed with the Committee at
least one year prior to termination of employment.   An  Early Distribution
Date  is  a  date  at  least  three  full plan years following the  date  a
Participant elects to take an in-service  distribution  of amounts deferred
for  a  particular plan year, and the election must be made  prior  to  the
beginning  of such plan year.  Financial Hardship distributions are made as
a result of  an unforeseeable severe financial emergency resulting from (1)
a sudden and unexpected  illness or a accident of the Participant or his or
her dependent; (2) loss of  property  due to casualty; or (3) other similar
extraordinary and unforeseeable circumstance arising from events beyond the
Participant's control, which may not be  relieved  through  other available
resources, as determined by the Committee in its sole discretion.

     The  Obligations  are  not  convertible into another security  of  the
Registrant.  The Obligations will not have the benefit of a negative pledge
or  any  other  affirmative  or  negative  covenant  on  the  part  of  the
Registrant.  No trustee has been appointed  having  the  authority  to take
action  with respect to the Obligations, other than to make payment of  the
Obligations  in  accordance  with the Trust.  Accordingly, each Participant
will be responsible for acting  independently  with respect to, among other
things,  the giving of notices, responding to any  requests  for  consents,
covenants  and  taking  action  upon  a  default with respect to his or her
Obligations under the Plan.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain  matters  with  respect  to the Obligations  being  registered
hereunder are being passed upon by David  R.  Birk,  Esq., whose opinion is
filed as Exhibit 5.1 to this Registration Statement.   Mr.  Birk  is Senior
Vice  President  and  General  Counsel of the Registrant, is the beneficial
owner of 1,175 shares of the Registrant's  Common  Stock and is eligible to
participate in the Plan.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 54 of the Registrant's by-laws provides as follows:

     54. A. The Corporation shall indemnify, and advance  the  expenses of,
     any director, officer or employee to the full extent permitted  by the
     New  York  Business  Corporation  Law  as  the  same now exists or may
     hereafter be amended.

          B.  The  indemnification  and  advancement  of  expenses  granted
     pursuant to this Section 54 shall not be exclusive or  limiting of any
     other   rights   to  which  any  person  seeking  indemnification   or
     advancement of expenses  may  be  entitled  when  authorized  by (i) a
     resolution of shareholders, (ii) a resolution of directors or (iii) an
     agreement   providing  for  such  indemnification;  provided  that  no
     indemnification  may  be  made to or on behalf of any such person if a
     judgment  or  other  final  adjudication   adverse   to   such  person
     establishes  that  his  acts  were committed in bad faith or were  the
     result of active and deliberate  dishonesty  and  were material to the
     cause of action so adjudicated, or that he personally gained in fact a
     financial  profit  or  other  advantage  to which he was  not  legally
     entitled.

          C.  No  amendment, modification or rescission  of  these  By-Laws
     shall be effective to limit any person's right to indemnification with
     respect to any  alleged cause of action that accrues or other incident
     or matter that occurs  prior  to  the date on which such modification,
     amendment or rescission is adopted.

          Section  721  of  the  New  York Business  Corporation  Law  (the
     "B.C.L.") provides that no indemnification may be made to or on behalf
     of any director or officer of the  Registrant  if "a judgment or other
     final adjudication adverse to the director or officer establishes that
     his acts were committed in bad faith or were the  result of active and
     deliberate  dishonesty  and were material to the cause  of  action  so
     adjudicated, or that he personally  gained  in fact a financial profit
     or other advantage to which he was not legally entitled."  Section 54B
     of the Registrant's By-laws includes the foregoing statutory language.

          The  rights  granted  under  section  54 of the  By-laws  are  in
     addition  to,  and  are  not  exclusive  of,  any  other   rights   to
     indemnification  and  expenses  to  which  any director or officer may
     otherwise be entitled.  Under the B.C.L., a  New  York corporation may
     indemnify any director or officer who is made or threatened to be made
     a  party  to an action by or in the right of such corporation  against
     "amounts  paid   in  settlement  and  reasonable  expenses,  including
     attorneys'  fees,"   actually  and  necessarily  incurred  by  him  in
     connection with the defense  or  settlement  of  such  action,  or  in
     connection  with an appeal therein, if such director or officer acted,
     in good faith, for a purpose which he reasonable believed to be in the
     best interests  of  the  corporation,  except  that no indemnification
     shall  be  made in respect of (1) a threatened action,  or  a  pending
     action which  is  settled  or otherwise disposed of, or (2) any claim,
     issue or matter as to which  such  director or officer shall have been
     adjudged liable to the corporation, unless and only to the extent that
     a  court  determines  that  the director  or  officer  is  fairly  and
     reasonably  entitled  to  indemnity   (B.C.L.   Section   722(c)).   A
     corporation may also indemnify directors and officers who are  parties
     to  other actions or proceedings (including actions or proceedings  by
     or in the right of any other corporation or other enterprise which the
     director  or officer served at the request of the corporation) against
     "judgments, fines, amounts paid in settlement and reasonable expenses,
     including attorneys'  fees,"  actually  or  necessarily  incurred as a
     result of such actions or proceedings, or any appeal therein, provided
     the  director or officer acted in good faith, for a purpose  which  he
     reasonably believed to be in the best interests of the corporation (or
     in the  case  of service to another corporation or other enterprise at
     the request of  such corporation, not opposed to the best interests of
     such corporation)  and,  in  criminal  cases,  that  he  also  had  no
     reasonable  cause  to  believe  that  his conduct was unlawful (B.C.L.
     Section 722(a)).  Any indemnification under  Section  722  may be made
     only if authorized in the specific case by disinterested directors, or
     by  the  board of directors upon the opinion in writing of independent
     legal counsel  that  indemnification is proper, or by the shareholders
     (B.C.L. Section 723(b)),  but even without such authorization, a court
     may order indemnification in  certain  circumstances  (B.C.L.  Section
     724).   Further,  any  director  or officer who is "successful, on the
     merits or otherwise," in the defense  of  an  action  or proceeding is
     entitled  to  indemnification  as  a  matter of right (B.C.L.  Section
     723(a)).

          A  New  York  corporation  may  generally   purchase   insurance,
     consistent   with  the  limitation  of  New  York  insurance  law  and
     regulatory  supervision,   to   indemnify   the  corporation  for  any
     obligation  which  it  incurs  as a result of the  indemnification  of
     directors and officers under the  provisions of the B.C.L., so long as
     no final adjudication has established that the directors' or officers'
     acts of active and deliberate dishonesty were material to the cause of
     action  so adjudicated or that the directors  or  officers  personally
     gained in  fact  a financial profit or other advantage (B.C.L. Section
     726).

          The Registrant's  directors and officers are currently covered as
     insureds under directors'  and  officers'  liability  insurance.  Such
     insurance, subject to annual renewal and certain rights of the insurer
     to terminate, provides an aggregate maximum of $50,000,000 of coverage
     for  directors  and  officers  of  the Registrant and its subsidiaries
     against claims made during the policy period relating to certain civil
     liabilities, including liabilities under the Securities Act of 1933.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     4.1  Avnet Deferred Compensation Plan
     4.2  Avnet Deferred Compensation Rabbi Trust
     5.1  Opinion and Consent of David R. Birk, Esq.
     23.1 Consent of David R. Birk, Esq. (included in Exhibit 5.1)
     23.2 Consent of Arthur Andersen LLP, Independent Accountants
     24.1 Powers of Attorney

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement.

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

               (B) to reflect in the prospectus any facts or events arising
          after the effective date of this 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   this   registration   statement.
          Notwithstanding the foregoing, any increase or decrease in volume
          of  securities  offered  (if the total dollar value of securities
          offered  would not exceed that  which  was  registered)  and  any
          deviation  from  the  low  or  high  and of the estimated maximum
          offering range may be reflected in the  form  of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate,
          the changes in volume and price represent no more than 20 percent
          change in the maximum aggregate offering price  set  forth in the
          "Calculation   of   Registration  Fee"  table  in  the  effective
          registration statement.

               (C) to include any  material information with respect to the
          plan   of   distribution  not  previously   disclosed   in   this
          registration statement or any material change to such information
          in the registration statement;

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

          (2) 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 herein, and the offering of such securities at that time shall
     be deemed to be the initial BONA FIDE offering thereof.

          (3)  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.

     (b)  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
registration  statement  shall be deemed to be a new registration statement
relating  to the securities  offered  herein,  and  the  offering  of  such
securities  at  that  time  shall  be  deemed  to  be the initial BONA FIDE
offering thereof.

     (c)  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 Securities  and  Exchange 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.

<PAGE>
                         S I G N A T U R E

     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 Town of Great Neck, State  of New York, on
this 28th day of January, 1998.

                                   AVNET, INC.


                                   By: /S/ LEON MACHIZ
                                       Leon Machiz, Chairman of the Board,
                                       Chief Executive Officer and Director

     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 the date indicated.

<TABLE>
<CAPTION>
Leon Machiz*                Chairman of the Board, Chief     January 28, 1998
                            Executive Officer and Director
                            (Principal Executive Officer)
<S>                         <C>                              <C>
Raymond Sadowski*           Senior Vice President, Chief     January 28, 1998
                            Financial Officer and Assistant
                            Secretary (Principal Financial
                            Officer)
John F. Cole*               Controller (Principal Accounting January 28, 1998
                            Officer)
Roy Vallee*                 President, Chief Operating       January 28, 1998
                            Officer, Vice Chairman of the
                            Board and Director
Eleanor Baum*               Director                         January 28, 1998
Gerald J. Berkman*          Director                         January 28, 1998
Joseph F. Caligiuri*        Director                         January 28, 1998
Ehud Houminer*              Director                         January 28, 1998
Salvatore J. Nuzzo*         Director                         January 28, 1998
Frederic Salerno*           Director                         January 28, 1998
David Shaw*                 Director                         January 28, 1998
Keith Williams*             Director                         January 28, 1998
Frederick S. Wood*          Director                         January 28, 1998

*By:/S/ RAYMOND SADOWSKI    Attorney-in-Fact                 January 28, 1998
    Raymond Sadowski
</TABLE>
                         
					 INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT NO.                       EXHIBIT                               PAGE
<S>                    <C>                                              <C>
      4.1              Avnet Deferred Compensation Plan
      4.2              Avnet Deferred Compensation Rabbi Trust
      5.1              Opinion and Consent of David R. Birk, Esq.
     23.1              Consent of David R. Birk, Esq. (included in
                       Exhibit 5.1)
     23.2              Consent of Arthur Andersen LLP, Independent
                       Accountants
     24.1              Powers of Attorney
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24581}]
{"company-data": {"conformed-name": "AVNET INC", "cik": "0000008858", "assigned-sic": "5065", "irs-number": "111890605", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45267", "film-number": "98517828"}, "business-address": {"street1": "80 CUTTER MILL RD - 5TH FL", "city": "GREAT NECK", "state": "NY", "zip": "11021", "phone": "5164667000"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998
                                                 REGISTRATION NO. 333-

         			SECURITIES AND EXCHANGE COMMISSION
               			WASHINGTON, D.C.  20549

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

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

        NEW YORK                                               11-1890605
 (State or other jurisdiction                                 (IRS Employer
  of incorporation or organization)                        Identification No.)
          
                                80 CUTTER MILL ROAD
                              GREAT NECK, NEW YORK 11021
                       (Address of principal executive offices)

                          AVNET DEFERRED COMPENSATION PLAN
                               (Full title of the plan)
RAYMOND SADOWSKI                             DAVID R. BIRK
SENIOR VICE PRESIDENT                        SENIOR VICE PRESIDENT, SECRETARY 
AND CHIEF FINANCIAL OFFICER                  AND GENERAL COUNSEL
AVNET, INC.                                  AVNET, INC.
80 CUTTER MILL ROAD                          80 CUTTER MILL ROAD
GREAT NECK, NEW YORK 11021                   GREAT NECK, NEW YORK 11021
(516) 466-7000                               (516) 466-7000

                   (Name, address, including ZIP Code, and telephone number,
                          including area code, of agent for service)

                                      Copies to:
                         					    MARK I. BOGART, ESQ.
                                    RUDNICK & WOLFE
                               203 NORTH LASALLE STREET
                                      SUITE 1800
                               CHICAGO, ILLINOIS  60601
                                    (312) 368-4000
                              (312) 236-7516 (TELECOPIER)

                           CALCULATION OF REGISTRATION FEE

 Title of securities 	  Amount to be   Proposed         Proposed    Amount of
 to be registered{(1)}  registered     maximum          maximum   registration 
                                       offering price   aggregate    fee
                                       per share        offering 
										                                              price{(2)}
Avnet Deferred 
Compensation Plan     {(3)}           {(3)}            $50,000,000  $14,750
Obligations
(1)The  Deferred Compensation Plan Obligations are unsecured obligations Avnet,
   Inc. to  pay  certain benefits in the future in accordance with the terms of
   the Avnet Deferred Compensation Plan.
(2)Estimated solely for the purpose of calculating the registration fee.
(3)Omitted pursuant to Rule 457(0).
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents  are  incorporated  by  reference  in  this
registration statement: (a) the Registrant's Annual Report on Form 10-K for
the fiscal year ended June  27,  1997 (Commission File No. 1-4224); (b) the
Registrant's Current Report on Form 8-K dated and filed September 23, 1997;
(c) the Registrant's Current Report  on  Form  8-K dated September 25, 1997
and filed November 5, 1997; and (d) the Registrant's  Quarterly  Report  on
Form 10-Q for the quarterly period ended September 26, 1997.

     All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
and prior to  the filing of a post-effective amendment to this Registration
Statement which  indicates  that  all  securities  offered hereby have been
sold,  or  which deregisters all securities covered hereby  then  remaining
unsold, shall  be deemed to be incorporated by reference in and made a part
of this Registration  Statement  from  the  respective  dates on which such
documents are filed.

ITEM 4.   DESCRIPTION OF SECURITIES.

     $50,000,000   of   Avnet   Deferred   Compensation   Plan  obligations
("Obligations") being registered under this Registration Statement  may  be
offered  to  "Eligible  Employees" who are Participants, both as defined in
the Avnet Deferred Compensation  Plan  (the  "Plan").   The Obligations are
general unsecured obligations of the Registrant to pay certain  benefits in
the  future  in  accordance with the terms of the Plan.  Benefits are  paid
from the general assets  of  the  Registrant  or  from  the  Avnet Deferred
Compensation Rabbi Trust (the "Trust"), the assets of which are  subject to
the  claims  of  the  Registrant's general creditors in the event that  the
Registrant becomes "Insolvent" (as defined in the Trust).  Accordingly, the
Obligations  rank  PARI  PASSU  with  other  unsecured  and  unsubordinated
indebtedness of the Registrant from time to time outstanding.

     The Obligations are not  subject  to  redemption, in whole or in part,
prior to the termination, retirement, death, a scheduled Early Distribution
Date  (as defined below) or Financial Hardship  (as  defined  below)  of  a
Participant.   However,  the  Registrant  reserves  the  right  to amend or
terminate  the  Plan  at  any  time,  except  that  no  such  amendment  or
termination  shall  reduce  a  Participant's  right  to  Obligations in the
Participant's  Accounts  (as defined in the Plan) as of the  date  of  such
amendment or termination.

     The amount of Compensation  (as  defined in the Plan) deferred by each
Participant is determined in accordance  with  each  Participant's deferral
election  form  and  the  provisions  of  the Plan. Participants  may  make
elections  concerning  where  their  Accounts  are  to  be  invested  under
investment options provided for under the Plan.   However, the Accounts are
unfunded bookkeeping accounts, the returns on which  are  measured  by  the
performance  of  the  investment funds elected by each Participant, and are
used to determine the amount  of  the  Obligations issued to a Participant.
Participants cannot sell, assign, transfer,  pledge  or  otherwise encumber
any Obligation.

     A Participant's Account, as adjusted for investment returns,  will  be
payable  upon  termination  of  employment  (including  retirement), death,
disability,  a  scheduled  Early Distribution Date, Financial  Hardship  or
termination of employment. The  timing  and  form  of  distribution will be
determined  in  accordance  with  the  terms  of  the  Plan.   In  general,
distributions will be made in a lump sum if made as a result of  (1) death,
(2)  a  Participant's  Account being less than $25,000, (3) the Participant
having less than five years of service with Avnet and not being disabled at
termination, (4) a scheduled  Early  Distribution  Date  or  (5)  Financial
Hardship.  For other Participants who terminate employment with an  Account
balance  of  $25,000  or more and due to disability or after completing  at
least five years of service,  distributions  will  be made in substantially
equal  monthly installments over a 15 year period.  Such  participants  may
also make  a  written  election  filed  with  the  Committee  to  receive a
distribution  in  the form of a lump sum or in substantially equal periodic
payments made over  a five or ten year period.  However, except in the case
of disability, such written  election  must  be filed with the Committee at
least one year prior to termination of employment.   An  Early Distribution
Date  is  a  date  at  least  three  full plan years following the  date  a
Participant elects to take an in-service  distribution  of amounts deferred
for  a  particular plan year, and the election must be made  prior  to  the
beginning  of such plan year.  Financial Hardship distributions are made as
a result of  an unforeseeable severe financial emergency resulting from (1)
a sudden and unexpected  illness or a accident of the Participant or his or
her dependent; (2) loss of  property  due to casualty; or (3) other similar
extraordinary and unforeseeable circumstance arising from events beyond the
Participant's control, which may not be  relieved  through  other available
resources, as determined by the Committee in its sole discretion.

     The  Obligations  are  not  convertible into another security  of  the
Registrant.  The Obligations will not have the benefit of a negative pledge
or  any  other  affirmative  or  negative  covenant  on  the  part  of  the
Registrant.  No trustee has been appointed  having  the  authority  to take
action  with respect to the Obligations, other than to make payment of  the
Obligations  in  accordance  with the Trust.  Accordingly, each Participant
will be responsible for acting  independently  with respect to, among other
things,  the giving of notices, responding to any  requests  for  consents,
covenants  and  taking  action  upon  a  default with respect to his or her
Obligations under the Plan.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain  matters  with  respect  to the Obligations  being  registered
hereunder are being passed upon by David  R.  Birk,  Esq., whose opinion is
filed as Exhibit 5.1 to this Registration Statement.   Mr.  Birk  is Senior
Vice  President  and  General  Counsel of the Registrant, is the beneficial
owner of 1,175 shares of the Registrant's  Common  Stock and is eligible to
participate in the Plan.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 54 of the Registrant's by-laws provides as follows:

     54. A. The Corporation shall indemnify, and advance  the  expenses of,
     any director, officer or employee to the full extent permitted  by the
     New  York  Business  Corporation  Law  as  the  same now exists or may
     hereafter be amended.

          B.  The  indemnification  and  advancement  of  expenses  granted
     pursuant to this Section 54 shall not be exclusive or  limiting of any
     other   rights   to  which  any  person  seeking  indemnification   or
     advancement of expenses  may  be  entitled  when  authorized  by (i) a
     resolution of shareholders, (ii) a resolution of directors or (iii) an
     agreement   providing  for  such  indemnification;  provided  that  no
     indemnification  may  be  made to or on behalf of any such person if a
     judgment  or  other  final  adjudication   adverse   to   such  person
     establishes  that  his  acts  were committed in bad faith or were  the
     result of active and deliberate  dishonesty  and  were material to the
     cause of action so adjudicated, or that he personally gained in fact a
     financial  profit  or  other  advantage  to which he was  not  legally
     entitled.

          C.  No  amendment, modification or rescission  of  these  By-Laws
     shall be effective to limit any person's right to indemnification with
     respect to any  alleged cause of action that accrues or other incident
     or matter that occurs  prior  to  the date on which such modification,
     amendment or rescission is adopted.

          Section  721  of  the  New  York Business  Corporation  Law  (the
     "B.C.L.") provides that no indemnification may be made to or on behalf
     of any director or officer of the  Registrant  if "a judgment or other
     final adjudication adverse to the director or officer establishes that
     his acts were committed in bad faith or were the  result of active and
     deliberate  dishonesty  and were material to the cause  of  action  so
     adjudicated, or that he personally  gained  in fact a financial profit
     or other advantage to which he was not legally entitled."  Section 54B
     of the Registrant's By-laws includes the foregoing statutory language.

          The  rights  granted  under  section  54 of the  By-laws  are  in
     addition  to,  and  are  not  exclusive  of,  any  other   rights   to
     indemnification  and  expenses  to  which  any director or officer may
     otherwise be entitled.  Under the B.C.L., a  New  York corporation may
     indemnify any director or officer who is made or threatened to be made
     a  party  to an action by or in the right of such corporation  against
     "amounts  paid   in  settlement  and  reasonable  expenses,  including
     attorneys'  fees,"   actually  and  necessarily  incurred  by  him  in
     connection with the defense  or  settlement  of  such  action,  or  in
     connection  with an appeal therein, if such director or officer acted,
     in good faith, for a purpose which he reasonable believed to be in the
     best interests  of  the  corporation,  except  that no indemnification
     shall  be  made in respect of (1) a threatened action,  or  a  pending
     action which  is  settled  or otherwise disposed of, or (2) any claim,
     issue or matter as to which  such  director or officer shall have been
     adjudged liable to the corporation, unless and only to the extent that
     a  court  determines  that  the director  or  officer  is  fairly  and
     reasonably  entitled  to  indemnity   (B.C.L.   Section   722(c)).   A
     corporation may also indemnify directors and officers who are  parties
     to  other actions or proceedings (including actions or proceedings  by
     or in the right of any other corporation or other enterprise which the
     director  or officer served at the request of the corporation) against
     "judgments, fines, amounts paid in settlement and reasonable expenses,
     including attorneys'  fees,"  actually  or  necessarily  incurred as a
     result of such actions or proceedings, or any appeal therein, provided
     the  director or officer acted in good faith, for a purpose  which  he
     reasonably believed to be in the best interests of the corporation (or
     in the  case  of service to another corporation or other enterprise at
     the request of  such corporation, not opposed to the best interests of
     such corporation)  and,  in  criminal  cases,  that  he  also  had  no
     reasonable  cause  to  believe  that  his conduct was unlawful (B.C.L.
     Section 722(a)).  Any indemnification under  Section  722  may be made
     only if authorized in the specific case by disinterested directors, or
     by  the  board of directors upon the opinion in writing of independent
     legal counsel  that  indemnification is proper, or by the shareholders
     (B.C.L. Section 723(b)),  but even without such authorization, a court
     may order indemnification in  certain  circumstances  (B.C.L.  Section
     724).   Further,  any  director  or officer who is "successful, on the
     merits or otherwise," in the defense  of  an  action  or proceeding is
     entitled  to  indemnification  as  a  matter of right (B.C.L.  Section
     723(a)).

          A  New  York  corporation  may  generally   purchase   insurance,
     consistent   with  the  limitation  of  New  York  insurance  law  and
     regulatory  supervision,   to   indemnify   the  corporation  for  any
     obligation  which  it  incurs  as a result of the  indemnification  of
     directors and officers under the  provisions of the B.C.L., so long as
     no final adjudication has established that the directors' or officers'
     acts of active and deliberate dishonesty were material to the cause of
     action  so adjudicated or that the directors  or  officers  personally
     gained in  fact  a financial profit or other advantage (B.C.L. Section
     726).

          The Registrant's  directors and officers are currently covered as
     insureds under directors'  and  officers'  liability  insurance.  Such
     insurance, subject to annual renewal and certain rights of the insurer
     to terminate, provides an aggregate maximum of $50,000,000 of coverage
     for  directors  and  officers  of  the Registrant and its subsidiaries
     against claims made during the policy period relating to certain civil
     liabilities, including liabilities under the Securities Act of 1933.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     4.1  Avnet Deferred Compensation Plan
     4.2  Avnet Deferred Compensation Rabbi Trust
     5.1  Opinion and Consent of David R. Birk, Esq.
     23.1 Consent of David R. Birk, Esq. (included in Exhibit 5.1)
     23.2 Consent of Arthur Andersen LLP, Independent Accountants
     24.1 Powers of Attorney

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement.

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

               (B) to reflect in the prospectus any facts or events arising
          after the effective date of this 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   this   registration   statement.
          Notwithstanding the foregoing, any increase or decrease in volume
          of  securities  offered  (if the total dollar value of securities
          offered  would not exceed that  which  was  registered)  and  any
          deviation  from  the  low  or  high  and of the estimated maximum
          offering range may be reflected in the  form  of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate,
          the changes in volume and price represent no more than 20 percent
          change in the maximum aggregate offering price  set  forth in the
          "Calculation   of   Registration  Fee"  table  in  the  effective
          registration statement.

               (C) to include any  material information with respect to the
          plan   of   distribution  not  previously   disclosed   in   this
          registration statement or any material change to such information
          in the registration statement;

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

          (2) 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 herein, and the offering of such securities at that time shall
     be deemed to be the initial BONA FIDE offering thereof.

          (3)  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.

     (b)  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
registration  statement  shall be deemed to be a new registration statement
relating  to the securities  offered  herein,  and  the  offering  of  such
securities  at  that  time  shall  be  deemed  to  be the initial BONA FIDE
offering thereof.

     (c)  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 Securities  and  Exchange 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.
S I G N A T U R E

     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 Town of Great Neck, State  of New York, on
this 28th day of January, 1998.

                                   AVNET, INC.

                                   By: /S/ LEON MACHIZ
                                       Leon Machiz, Chairman of the Board,
                                       Chief Executive Officer and Director

     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 the date indicated.
Leon Machiz*                Chairman of the Board, Chief     January 28, 1998
                            Executive Officer and Director
                            (Principal Executive Officer)
Raymond Sadowski*           Senior Vice President, Chief     January 28, 1998
                            Financial Officer and Assistant
                            Secretary (Principal Financial
                            Officer)
John F. Cole*               Controller (Principal Accounting January 28, 1998
                            Officer)
Roy Vallee*                 President, Chief Operating       January 28, 1998
                            Officer, Vice Chairman of the
                            Board and Director
Eleanor Baum*               Director                         January 28, 1998
Gerald J. Berkman*          Director                         January 28, 1998
Joseph F. Caligiuri*        Director                         January 28, 1998
Ehud Houminer*              Director                         January 28, 1998
Salvatore J. Nuzzo*         Director                         January 28, 1998
Frederic Salerno*           Director                         January 28, 1998
David Shaw*                 Director                         January 28, 1998
Keith Williams*             Director                         January 28, 1998
Frederick S. Wood*          Director                         January 28, 1998

*By:/S/ RAYMOND SADOWSKI    Attorney-in-Fact                 January 28, 1998
    Raymond Sadowski
INDEX TO EXHIBITS
EXHIBIT NO.                       EXHIBIT                               PAGE
4.1              Avnet Deferred Compensation Plan
      4.2              Avnet Deferred Compensation Rabbi Trust
      5.1              Opinion and Consent of David R. Birk, Esq.
     23.1              Consent of David R. Birk, Esq. (included in
                       Exhibit 5.1)
     23.2              Consent of Arthur Andersen LLP, Independent
                       Accountants
     24.1              Powers of Attorney