SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


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


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


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


                           ANIXTER INTERNATIONAL INC.
                            2001 Stock Incentive Plan
                            (Full Title of the Plan)


                                    John Dul
                                 4711 Golf Road
                             Skokie, Illinois 60076
                     (Name and Address of Agent For Service)

                                 (847) 677-2600
          (Telephone Number, Including Area Code, of Agent For Service)
                       --------------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

====================================================================================================================
<S>                                      <C>                         <C>                           <C>
                                                                     Proposed Maximum Offering        Proposed
Title of Securities to be Registered     Amount to be Registered         Price per Share (1)       Aggregate Price
--------------------------------------------------------------------------------------------------------------------
       Common Stock
($1.00 per share par value)                  2,500,000 shares               $23.235                 $58,087,500.00
=====================================================================================================================
</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457 (h) on the basis of the average of the high and low
      prices as reported in the consolidated reporting system for the New York
      Stock Exchange on February 14, 2003.



<PAGE>



                                     Part II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  which  have  heretofore  been  filed by Anixter
International Inc., a Delaware corporation (the "Company"),  with the Securities
and Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
1933, as amended (the  "Securities  Act"),  and the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:

       (a) The Company's  Annual Report on Form 10-K for the year ended December
28, 2001.

       (b) The  description  of the  Company's  Common  Stock  under the caption
"Description  of  Registrant's  Securities  to be  Registered"  included  in the
Company's Registration Statement No. 33-12390 dated March 4, 1987.

       (c) The Company's  Quarterly Reports on Form 10-Q for the 13 week periods
ended March 29, 2002, June 28, 2002 and September 27, 2002.

       (d) The Company's Current Reports on Form 8-K dated May 24, 2002, October
2, 2002, November 12, 2002 and November 27, 2002.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated herein by reference and shall be deemed a part hereof from the date
of filing of such documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain  legal  matters  with  respect to the  legality of the Common Stock
offered  hereby  will be  passed  upon  for the  Company  by John A.  Dul,  Vice
President,  General Counsel and Secretary of the Company.  Mr. Dul holds a total
of 38,818 shares and options to acquire shares of Common Stock.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")  and
Article  IX of the  Company's  By-laws  authorize  and  empower  the  Company to
indemnify the directors,  officers,  employees and agents of the Company against
liabilities  incurred in connection with, and related  expenses  resulting from,
any claim,  action or suit brought against any such person as a result of his or
her  relationship  with  the  Company,  provided  that  such  persons  acted  in
accordance  with a stated  standard  of conduct in  connection  with the acts or
events on which such claim, action or suit is based. The finding of either civil
or criminal  liability on the part of such persons in connection  with such acts
or events is not  necessarily  determinative  of the  questions  of whether such
persons have met the required standard of conduct and are, accordingly, entitled
to be indemnified.

     In  addition,   Article  IX  of  the  Company's  Restated   Certificate  of
Incorporation,  as amended,  provides that the  Company's  directors do not have
personal  liability to the Company or its  stockholders for monetary damages for
any breach of their  fiduciary duty as directors  except (i) for a breach of the
duty of loyalty,  (ii) for acts or omissions  not in good faith or which involve
intentional  misconduct  or knowing  violation of the law,  (iii) for willful or
negligent  violations  of  certain  provisions  in  the  DGCL  imposing  certain
requirements  with respect to stock  repurchases,  redemptions  and dividends or
(iv) for any transaction  from which the director  derived an improper  personal
benefit. Subject to these exceptions, under Article IX directors do not have any
personal liability to the Company or its stockholders for any violation of their
fiduciary duty.

     The Company has entered into  indemnification  agreements  with each of its
directors and officers (the "Indemnification  Agreements").  The Indemnification
Agreements  provide  for  the  prompt  indemnification  "to the  fullest  extent
permitted  by  law"  and for  the  prompt  advancement  of  expenses,  including
attorney's fees and other costs,  expenses and  obligations  paid or incurred in
<PAGE>

connection with  investigating,  defending,  being a witness or participating in
(including  on appeal) any  threatened,  pending or  completed  action,  suit or
proceeding  related  to the fact  that  such  director  or  officer  is or was a
director, officer, employee, trustee, agent or fiduciary of the Company or is or
was  serving at the request of the  Company as a  director,  officer,  employee,
trustee, agent or fiduciary of another corporation,  partnership, joint venture,
employee benefit plan, trust or other enterprise,  or by reason of anything done
by a director  in any such  capacity.  The  Indemnification  Agreements  further
provide that the Company has the burden of proving that a director or officer is
not entitled to indemnification in any particular case.

     The Company has purchased insurance policies providing that, if any officer
or director of the Company or its subsidiaries becomes legally obligated to make
a payment  (including  legal fees and  expenses) in  connection  with an alleged
wrongful  act, the insurer will  reimburse  such  officers and  directors if the
indemnification  payments, as provided above, are not made by the Company or its
subsidiaries  to such officers and  directors.  Wrongful act means any breach of
duty, neglect, error, misstatement, misleading statement or other act done by an
officer or director of the Company or any subsidiary.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.       EXHIBITS.

     See Exhibit Index which is incorporated herein by reference.

ITEM 9.       UNDERTAKINGS.

     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:

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

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

              (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)(i) and (1)(ii) do not apply
              if the registration statement is on Form S-3, Form S-8 or Form
              F-3, and 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 section 15(d) of the Exchange
              Act that are incorporated by reference in the registration
              statement.

       2.     That, for the purpose of determining any liability under the
              Securities Act, 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.

       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.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
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  Securities  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
<PAGE>

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  Securities  Act and will be  governed by the final
adjudication of such issue.

       SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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,  or amendment thereto, to be signed on its behalf by the undersigned,
thereunto  duly  authorized,  in the  Village of Skokie,  State of  Illinois  on
February 18, 2003.

                  Anixter International Inc.

                  /s/                  John A. Dul
                  -------------------------------------------------------------
                                          John A. Dul
                         Vice President, General Counsel and Secretary


     PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES  ACT,  THIS  REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW ON February 18, 2003 BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT IN THE CAPACITIES INDICATED.

       LORD JAMES BLYTH*                  Director
       --------------------------------
       Lord James Blyth


       Robert L. Crandall*                Director
       --------------------------------
       Robert L. Crandall

                                          Vice President-- Controller
       /s/ TERRANCE A. FABER              (Principal Accounting Officer)
       --------------------------------
       Terrance A. Faber

                                          President, Chief Executive Officer
       /s/ ROBERT W. GRUBBS               (Principal Executive Officer)
       --------------------------------   and Director
       Robert W. Grubbs


       F. PHILIP HANDY*                   Director
       --------------------------------
       F. Philip Handy


       MELVYN N. KLEIN*                   Director
       --------------------------------
       Melvyn N. Klein


       /s/ Dennis J. Letham               Senior Vice President -- Finance
       --------------------------------   and Chief Financial Officer (Principal
       Dennis J. Letham                   Financial Officer)

<PAGE>

       JOHN R. PETTY*                     Director
       --------------------------------
       John R. Petty


       STUART M. SLOAN*                   Director
       --------------------------------
       Stuart M. Sloan


       THOMAS C. THEOBALD*                Director
       --------------------------------
       Thomas C. Theobald


       MARY AGNES WILDEROTTER*            Director
       --------------------------------
       Mary Agnes Wilderotter


       Matthew Zell*                      Director
       --------------------------------
       Matthew Zell


       SAM ZELL*                          Director
       --------------------------------
       Sam Zell


       *By /s/ John A. Dul
       --------------------------------
       John A. Dul (Attorney in fact)



<PAGE>



                                  EXHIBIT INDEX

Exhibit                                                      Sequentially
  Number       Exhibit                                       Numbered Page
------------   ---------                                     -------------

    (4a)       2001 Stock Incentive Plan                          7

    (4b)       Form of Stock Option Grant
               (incorporated by reference
               from Anixter International
               Inc.'s Annual Report on
               Form 10-K for the fiscal
               year ended December 31,
               1995, Exhibit 10.27).

    (5)        Opinion and Consent of John A. Dul, Esq.           9

    (23.1)     Consent of Ernst & Young LLP.                      10

    (23.2)     Consent of Ernst & Young LLP.                      11

    (24)       Power of Attorney.                                 12



<PAGE>



                                                                      Exhibit 4a

                           ANIXTER INTERNATIONAL INC.

                            2001 STOCK INCENTIVE PLAN

       1. Purpose and Effective Date. Anixter International Inc. (the "Company")
       has established this 2001 Stock Incentive Plan (the "Plan") to facilitate
       the retention and continued motivation of key employees, consultants and
       directors and to align more closely their interests with those of the
       Company and its stockholders. The effective date of the Plan shall be the
       date it is approved the Company's stockholders at the 2001 Annual Meeting
       of Stockholders.

       2. Administration. The Plan shall be administered by the Board of
       Directors, or the Compensation Committee of the Company's Board of
       Directors or such other Board committee as the Board may designate (the
       "Committee"). The Committee has the authority and responsibility for the
       interpretation, administration and application of the provisions of the
       Plan, and the Committee's interpretations of the Plan, and all actions
       taken by it and determinations made by it shall be binding on all
       persons. No Board or Committee member shall be liable for any
       determination, decision or action made in good faith with respect to the
       Plan.

       3. Shares Subject to Plan. A total of 2,500,000 shares of Common Stock of
       the Company ("Shares") may be issued pursuant to the Plan. The Shares may
       be authorized but unissued Shares or Shares reacquired by the Company and
       held in its treasury. Grants of incentive awards under the Plan will
       reduce the number of Shares available thereunder by the maximum number of
       Shares obtainable under such grants. If all or any portion of the Shares
       otherwise subject to any grant under the Plan are not delivered for any
       reason including, but not limited to, the cancellation, expiration or
       termination of any option right or unit, the settlement of any award in
       cash, the forfeiture of any restricted stock, or the repurchase of any
       Shares by the Company from a participant for the cost of the
       participant's investment in the Shares, such number of Shares shall be
       available again for issuance in the Plan. The number of Shares covered by
       or specified in the Plan and the number of Shares and the purchase price
       for Shares under any outstanding awards, may be adjusted proportionately
       by the Committee for any increase or decrease in the number of issued
       Shares or any change in the value of the Shares resulting from a
       subdivision or consolidation of Shares, reorganization, recapitalization,
       spin-off, payment of stock dividends on the Shares, any other increase or
       decrease in the number of issued Shares made without receipt of
       consideration by the Company, or the payment of an extraordinary cash
       dividend.

       4. Eligibility. All key employees, active consultants and directors of
       the Company and its subsidiaries are eligible to be selected to receive a
       grant under the Plan by the Committee. The Committee may condition
       eligibility under the Plan or participation under the Plan, and any grant
       or exercise of an incentive award under the Plan on such conditions,
       limitations or restrictions as the Committee determines appropriate for
       any reason. No person may be granted in any period of two consecutive
       calendar years, awards covering more than 900,000 Shares.

       5. Awards. The Committee may grant awards under the Plan to eligible
       persons in the form of stock options (including incentive stock options
       within the meaning of section 422 of the Code), stock grants, stock
       units, restricted stock, stock appreciation rights, performance shares
       and units and dividend equivalent rights, and reload options to purchase
       additional Shares if Shares are delivered in payment of any other
       options, and shall establish the number of Shares subject to each such
       grant and the terms thereof, including any adjustments for
       reorganizations and dividends, subject to the following:

       (a) All awards granted under the Plan shall be evidenced by agreements in
       such form and containing such terms and conditions not inconsistent with
       the Plan as the Committee shall prescribe.

       (b) The exercise price of any option or stock appreciation right shall
       not be less than the fair market value of a corresponding number of
       Shares as of the date of grant, except (i) options or stock appreciation
       rights being granted to replace options or rights not initially granted
       by the Company may be granted with exercise prices that in the judgment
       of the Committee result in options or rights having comparable value to
       the options or rights being replaced, and (ii) up to 10% of the Shares
       may be granted pursuant to options or stock appreciation rights that have
       exercise prices of not less than 85% of the fair market value of a
       corresponding number of Shares as of the date of grant.

       (c) No more than 25% of the Shares may be awarded in a form other than
       options or stock appreciation rights.
<PAGE>

       (d) No option may be repriced by amendment, substitution or cancellation
       and regrant, unless authorized the by stockholders. Adjustments pursuant
       to Section 3 above shall not be considered repricing.

       6. Amendment of the Plan. The Board of Directors or the Committee may
       from time to time suspend, terminate, revise or amend the Plan or the
       terms of any grant in any respect whatsoever, provided that, without the
       approval of the stockholders of the Company, no such revision or
       amendment may increase the number of Shares subject to the Plan, change
       the provisions of Section 5 above, or expand those eligible for grants
       under the Plan.

       Adopted  as of  the  14th  day of  February,  2001,  by the  Compensation
Committee of the Board of Directors of Anixter International Inc.

                                                           /s/ James E. Knox
                                                           James E. Knox
                                                           Secretary




<PAGE>


                                                                       Exhibit 5






Anixter International Inc.
4711 Golf Road
Skokie, Illinois 60076

Gentlemen:

     In my capacity as General Counsel of Anixter International Inc., a Delaware
corporation  (the  "Company"),  I  have  acted  as  counsel  to the  Company  in
connection  with the  Registration  Statement  on Form  S-8  (the  "Registration
Statement")  pertaining  to the  registration  by the Company of up to 2,500,000
shares (the "Shares") of the Company's  Common Stock,  par value $1.00 per share
(the "Common  Stock") in connection with the Company's 2001 Stock Incentive Plan
(the  "Plan").  The Plan is not  subject  to the  requirements  of the  Employee
Retirement  Security Act of 1974, as amended,  or qualified  pursuant to Section
401(a) of the Internal Revenue Code of 1986.

     In that  connection,  I have  examined  originals,  or copies  certified or
otherwise  identified to my satisfaction,  of such documents,  corporate records
and other instruments as I deemed necessary for the purposes of this opinion.

     For  purposes  of this  opinion,  I have  assumed the  authenticity  of all
documents  submitted to me as originals,  the conformity to the originals of all
documents  submitted to me as copies,  and the  authenticity of the originals of
all documents  submitted to me as copies. I have also assumed the genuineness of
the  signatures of persons  signing all documents in connection  with which this
opinion is rendered,  the  authority  of such  persons  signing on behalf of the
parties thereto other than the Company, and the due authorization, execution and
delivery of all documents by parties thereto other than the Company.

       Based on the foregoing, I am of the opinion that:

       1.    The Company is a corporation duly organized and existing under the
             laws of the State of Delaware.

       2.    The Shares have been duly authorized for issuance and when issued
             in accordance with the Plan will be legally issued, fully paid and
             nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement and to the reference to me in the Registration Statement.

     I render  no  opinion  as to the laws of any  jurisdiction  other  than the
internal law of the State of Illinois  and the United  States of America and the
internal corporate law of the State of Delaware.

     This  opinion  is  furnished  to you in  connection  with the filing of the
Registration Statement,  and is not to be used, circulated,  quoted or otherwise
relied upon for any other purposes.

                                                             Very truly yours,


                                                             /s/ John A. Dul
                                                             John A. Dul
                                                             General Counsel



<PAGE>



                                                                    Exhibit 23.1


                        CONSENT OF INDEPENDENT AUDITTORS

       We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Anixter International Inc. 2001 Stock
Incentive Plan of our report dated January 28, 2002, with respect to the
consolidated financial statements and schedules of Anixter International Inc.
included in its Annual Report (Form 10-K) for the year ended December 28, 2001,
filed with the Securities and Exchange Commission.

                                                               ERNST & YOUNG LLP


Chicago, Illinois
February 11, 2003


<PAGE>




                                                                    Exhibit 23.2


                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 2001 Stock Incentive Plan of Anixter International Inc.
of our report dated February 1, 2002 (except for Note 3, as to which the date is
March 28, 2002), with respect to the consolidated financial statements of
Pentacon, Inc. for the year ended December 31, 2001 included in the Form 8-K/A
of Anixter International Inc. dated September 20, 2002 filed with the Securities
and Exchange Commission.




Houston, Texas
February 11, 2003



<PAGE>



                                                                      Exhibit 24



                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that the  undersigned  director  of
Anixter International Inc., a Delaware corporation (the "Corporation"), which is
going to file a  Registration  Statement  on Form S-8  with the  Securities  and
Exchange  Commission  under the  provisions  of the  Securities  Act of 1933, as
amended,  in connection with the Corporation's 2001 Stock Incentive Plan, hereby
constitutes and appoints John A. Dul and Dennis J. Letham, and each of them, her
or his true and lawful  attorneys-in-fact  and  agents,  with full power and all
capacities, to sign the Corporation's Registration Statement on Form S-8 and any
or all  amendments  thereto,  including  any  prospectus  or amended  prospectus
contained therein, and any other documents in connection therewith,  to be filed
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact and agents 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 or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned  hereunto set his or her hand and seal
as of the 13th day of January, 2003.



/s/ Lord James Blyth                             /s/ Stuart M. Sloan
-----------------------------                    -----------------------------
Lord James Blyth                                  Stuart M. Sloan



/s/ Robert L. Crandall                           /s/ Thomas C. Theobald
-----------------------------                    -----------------------------
Robert L. Crandall                                Thomas C. Theobald



/s/ Robert W. Grubbs                             /s/ Mary Agnes Wilderotter
-----------------------------                    -----------------------------
Robert W. Grubbs                                  Mary Agnes Wilderotter



/s/ F. Philip Handy                              /s/ Matthew Zell
-----------------------------                    -----------------------------
F. Philip Handy                                   Matthew Zell



/s/ Melvyn N. Klein                              /s/ Samuel Zell
-----------------------------                    -----------------------------
Melvyn N. Klein                                   Samuel Zell



/s/ John R. Petty
-----------------------------
John R. Petty
[{"type": "S-8", "sequence": "1", "filename": "s82003final.txt", "description": "FORM S-8 2201 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 30079}]
{"company-data": {"conformed-name": "ANIXTER INTERNATIONAL INC", "cik": "0000052795", "assigned-sic": "5063", "irs-number": "941658138", "state-of-incorporation": "DE", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103270", "film-number": "03570872"}, "business-address": {"street1": "4711 GOLF RD", "city": "SKOKIE", "state": "IL", "zip": "60076", "phone": "8477152568"}, "mail-address": {"street1": "4711 GOLF RD", "city": "SKOKIE", "state": "IL", "zip": "60076"}, "former-company": [{"former-conformed-name": "ITEL CORP", "date-changed": "19920703"}, {"former-conformed-name": "SSI COMPUTER", "date-changed": "19710316"}, {"former-conformed-name": "SSI COMPUTER CORP", "date-changed": "19690727"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

                           ANIXTER INTERNATIONAL INC.
                            2001 Stock Incentive Plan
                            (Full Title of the Plan)

                                    John Dul
                                 4711 Golf Road
                             Skokie, Illinois 60076
                     (Name and Address of Agent For Service)

                                 (847) 677-2600
          (Telephone Number, Including Area Code, of Agent For Service)
                       --------------------------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum Offering        Proposed
Title of Securities to be Registered     Amount to be Registered         Price per Share (1)       Aggregate Price
--------------------------------------------------------------------------------------------------------------------
       Common Stock
($1.00 per share par value)                  2,500,000 shares               $23.235                 $58,087,500.00
=====================================================================================================================
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457 (h) on the basis of the average of the high and low
      prices as reported in the consolidated reporting system for the New York
      Stock Exchange on February 14, 2003.
Part II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  which  have  heretofore  been  filed by Anixter
International Inc., a Delaware corporation (the "Company"),  with the Securities
and Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
1933, as amended (the  "Securities  Act"),  and the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:

       (a) The Company's  Annual Report on Form 10-K for the year ended December
28, 2001.

       (b) The  description  of the  Company's  Common  Stock  under the caption
"Description  of  Registrant's  Securities  to be  Registered"  included  in the
Company's Registration Statement No. 33-12390 dated March 4, 1987.

       (c) The Company's  Quarterly Reports on Form 10-Q for the 13 week periods
ended March 29, 2002, June 28, 2002 and September 27, 2002.

       (d) The Company's Current Reports on Form 8-K dated May 24, 2002, October
2, 2002, November 12, 2002 and November 27, 2002.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated herein by reference and shall be deemed a part hereof from the date
of filing of such documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain  legal  matters  with  respect to the  legality of the Common Stock
offered  hereby  will be  passed  upon  for the  Company  by John A.  Dul,  Vice
President,  General Counsel and Secretary of the Company.  Mr. Dul holds a total
of 38,818 shares and options to acquire shares of Common Stock.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")  and
Article  IX of the  Company's  By-laws  authorize  and  empower  the  Company to
indemnify the directors,  officers,  employees and agents of the Company against
liabilities  incurred in connection with, and related  expenses  resulting from,
any claim,  action or suit brought against any such person as a result of his or
her  relationship  with  the  Company,  provided  that  such  persons  acted  in
accordance  with a stated  standard  of conduct in  connection  with the acts or
events on which such claim, action or suit is based. The finding of either civil
or criminal  liability on the part of such persons in connection  with such acts
or events is not  necessarily  determinative  of the  questions  of whether such
persons have met the required standard of conduct and are, accordingly, entitled
to be indemnified.

     In  addition,   Article  IX  of  the  Company's  Restated   Certificate  of
Incorporation,  as amended,  provides that the  Company's  directors do not have
personal  liability to the Company or its  stockholders for monetary damages for
any breach of their  fiduciary duty as directors  except (i) for a breach of the
duty of loyalty,  (ii) for acts or omissions  not in good faith or which involve
intentional  misconduct  or knowing  violation of the law,  (iii) for willful or
negligent  violations  of  certain  provisions  in  the  DGCL  imposing  certain
requirements  with respect to stock  repurchases,  redemptions  and dividends or
(iv) for any transaction  from which the director  derived an improper  personal
benefit. Subject to these exceptions, under Article IX directors do not have any
personal liability to the Company or its stockholders for any violation of their
fiduciary duty.

     The Company has entered into  indemnification  agreements  with each of its
directors and officers (the "Indemnification  Agreements").  The Indemnification
Agreements  provide  for  the  prompt  indemnification  "to the  fullest  extent
permitted  by  law"  and for  the  prompt  advancement  of  expenses,  including
attorney's fees and other costs,  expenses and  obligations  paid or incurred in
connection with  investigating,  defending,  being a witness or participating in
(including  on appeal) any  threatened,  pending or  completed  action,  suit or
proceeding  related  to the fact  that  such  director  or  officer  is or was a
director, officer, employee, trustee, agent or fiduciary of the Company or is or
was  serving at the request of the  Company as a  director,  officer,  employee,
trustee, agent or fiduciary of another corporation,  partnership, joint venture,
employee benefit plan, trust or other enterprise,  or by reason of anything done
by a director  in any such  capacity.  The  Indemnification  Agreements  further
provide that the Company has the burden of proving that a director or officer is
not entitled to indemnification in any particular case.

     The Company has purchased insurance policies providing that, if any officer
or director of the Company or its subsidiaries becomes legally obligated to make
a payment  (including  legal fees and  expenses) in  connection  with an alleged
wrongful  act, the insurer will  reimburse  such  officers and  directors if the
indemnification  payments, as provided above, are not made by the Company or its
subsidiaries  to such officers and  directors.  Wrongful act means any breach of
duty, neglect, error, misstatement, misleading statement or other act done by an
officer or director of the Company or any subsidiary.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.       EXHIBITS.

     See Exhibit Index which is incorporated herein by reference.

ITEM 9.       UNDERTAKINGS.

     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:

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

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

              (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)(i) and (1)(ii) do not apply
              if the registration statement is on Form S-3, Form S-8 or Form
              F-3, and 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 section 15(d) of the Exchange
              Act that are incorporated by reference in the registration
              statement.

       2.     That, for the purpose of determining any liability under the
              Securities Act, 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.

       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.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
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  Securities  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  Securities  Act and will be  governed by the final
adjudication of such issue.

       SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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,  or amendment thereto, to be signed on its behalf by the undersigned,
thereunto  duly  authorized,  in the  Village of Skokie,  State of  Illinois  on
February 18, 2003.

                  Anixter International Inc.

                  /s/                  John A. Dul
                  -------------------------------------------------------------
                                          John A. Dul
                         Vice President, General Counsel and Secretary

     PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES  ACT,  THIS  REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW ON February 18, 2003 BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT IN THE CAPACITIES INDICATED.

       LORD JAMES BLYTH*                  Director
       --------------------------------
       Lord James Blyth

       Robert L. Crandall*                Director
       --------------------------------
       Robert L. Crandall

                                          Vice President-- Controller
       /s/ TERRANCE A. FABER              (Principal Accounting Officer)
       --------------------------------
       Terrance A. Faber

                                          President, Chief Executive Officer
       /s/ ROBERT W. GRUBBS               (Principal Executive Officer)
       --------------------------------   and Director
       Robert W. Grubbs

       F. PHILIP HANDY*                   Director
       --------------------------------
       F. Philip Handy

       MELVYN N. KLEIN*                   Director
       --------------------------------
       Melvyn N. Klein

       /s/ Dennis J. Letham               Senior Vice President -- Finance
       --------------------------------   and Chief Financial Officer (Principal
       Dennis J. Letham                   Financial Officer)
JOHN R. PETTY*                     Director
       --------------------------------
       John R. Petty

       STUART M. SLOAN*                   Director
       --------------------------------
       Stuart M. Sloan

       THOMAS C. THEOBALD*                Director
       --------------------------------
       Thomas C. Theobald

       MARY AGNES WILDEROTTER*            Director
       --------------------------------
       Mary Agnes Wilderotter

       Matthew Zell*                      Director
       --------------------------------
       Matthew Zell

       SAM ZELL*                          Director
       --------------------------------
       Sam Zell

       *By /s/ John A. Dul
       --------------------------------
       John A. Dul (Attorney in fact)
EXHIBIT INDEX

Exhibit                                                      Sequentially
  Number       Exhibit                                       Numbered Page
------------   ---------                                     -------------

    (4a)       2001 Stock Incentive Plan                          7

    (4b)       Form of Stock Option Grant
               (incorporated by reference
               from Anixter International
               Inc.'s Annual Report on
               Form 10-K for the fiscal
               year ended December 31,
               1995, Exhibit 10.27).

    (5)        Opinion and Consent of John A. Dul, Esq.           9

    (23.1)     Consent of Ernst & Young LLP.                      10

    (23.2)     Consent of Ernst & Young LLP.                      11

    (24)       Power of Attorney.                                 12
Exhibit 4a

                           ANIXTER INTERNATIONAL INC.

                            2001 STOCK INCENTIVE PLAN

       1. Purpose and Effective Date. Anixter International Inc. (the "Company")
       has established this 2001 Stock Incentive Plan (the "Plan") to facilitate
       the retention and continued motivation of key employees, consultants and
       directors and to align more closely their interests with those of the
       Company and its stockholders. The effective date of the Plan shall be the
       date it is approved the Company's stockholders at the 2001 Annual Meeting
       of Stockholders.

       2. Administration. The Plan shall be administered by the Board of
       Directors, or the Compensation Committee of the Company's Board of
       Directors or such other Board committee as the Board may designate (the
       "Committee"). The Committee has the authority and responsibility for the
       interpretation, administration and application of the provisions of the
       Plan, and the Committee's interpretations of the Plan, and all actions
       taken by it and determinations made by it shall be binding on all
       persons. No Board or Committee member shall be liable for any
       determination, decision or action made in good faith with respect to the
       Plan.

       3. Shares Subject to Plan. A total of 2,500,000 shares of Common Stock of
       the Company ("Shares") may be issued pursuant to the Plan. The Shares may
       be authorized but unissued Shares or Shares reacquired by the Company and
       held in its treasury. Grants of incentive awards under the Plan will
       reduce the number of Shares available thereunder by the maximum number of
       Shares obtainable under such grants. If all or any portion of the Shares
       otherwise subject to any grant under the Plan are not delivered for any
       reason including, but not limited to, the cancellation, expiration or
       termination of any option right or unit, the settlement of any award in
       cash, the forfeiture of any restricted stock, or the repurchase of any
       Shares by the Company from a participant for the cost of the
       participant's investment in the Shares, such number of Shares shall be
       available again for issuance in the Plan. The number of Shares covered by
       or specified in the Plan and the number of Shares and the purchase price
       for Shares under any outstanding awards, may be adjusted proportionately
       by the Committee for any increase or decrease in the number of issued
       Shares or any change in the value of the Shares resulting from a
       subdivision or consolidation of Shares, reorganization, recapitalization,
       spin-off, payment of stock dividends on the Shares, any other increase or
       decrease in the number of issued Shares made without receipt of
       consideration by the Company, or the payment of an extraordinary cash
       dividend.

       4. Eligibility. All key employees, active consultants and directors of
       the Company and its subsidiaries are eligible to be selected to receive a
       grant under the Plan by the Committee. The Committee may condition
       eligibility under the Plan or participation under the Plan, and any grant
       or exercise of an incentive award under the Plan on such conditions,
       limitations or restrictions as the Committee determines appropriate for
       any reason. No person may be granted in any period of two consecutive
       calendar years, awards covering more than 900,000 Shares.

       5. Awards. The Committee may grant awards under the Plan to eligible
       persons in the form of stock options (including incentive stock options
       within the meaning of section 422 of the Code), stock grants, stock
       units, restricted stock, stock appreciation rights, performance shares
       and units and dividend equivalent rights, and reload options to purchase
       additional Shares if Shares are delivered in payment of any other
       options, and shall establish the number of Shares subject to each such
       grant and the terms thereof, including any adjustments for
       reorganizations and dividends, subject to the following:

       (a) All awards granted under the Plan shall be evidenced by agreements in
       such form and containing such terms and conditions not inconsistent with
       the Plan as the Committee shall prescribe.

       (b) The exercise price of any option or stock appreciation right shall
       not be less than the fair market value of a corresponding number of
       Shares as of the date of grant, except (i) options or stock appreciation
       rights being granted to replace options or rights not initially granted
       by the Company may be granted with exercise prices that in the judgment
       of the Committee result in options or rights having comparable value to
       the options or rights being replaced, and (ii) up to 10% of the Shares
       may be granted pursuant to options or stock appreciation rights that have
       exercise prices of not less than 85% of the fair market value of a
       corresponding number of Shares as of the date of grant.

       (c) No more than 25% of the Shares may be awarded in a form other than
       options or stock appreciation rights.
(d) No option may be repriced by amendment, substitution or cancellation
       and regrant, unless authorized the by stockholders. Adjustments pursuant
       to Section 3 above shall not be considered repricing.

       6. Amendment of the Plan. The Board of Directors or the Committee may
       from time to time suspend, terminate, revise or amend the Plan or the
       terms of any grant in any respect whatsoever, provided that, without the
       approval of the stockholders of the Company, no such revision or
       amendment may increase the number of Shares subject to the Plan, change
       the provisions of Section 5 above, or expand those eligible for grants
       under the Plan.

       Adopted  as of  the  14th  day of  February,  2001,  by the  Compensation
Committee of the Board of Directors of Anixter International Inc.

                                                           /s/ James E. Knox
                                                           James E. Knox
                                                           Secretary
Exhibit 5

Anixter International Inc.
4711 Golf Road
Skokie, Illinois 60076

Gentlemen:

     In my capacity as General Counsel of Anixter International Inc., a Delaware
corporation  (the  "Company"),  I  have  acted  as  counsel  to the  Company  in
connection  with the  Registration  Statement  on Form  S-8  (the  "Registration
Statement")  pertaining  to the  registration  by the Company of up to 2,500,000
shares (the "Shares") of the Company's  Common Stock,  par value $1.00 per share
(the "Common  Stock") in connection with the Company's 2001 Stock Incentive Plan
(the  "Plan").  The Plan is not  subject  to the  requirements  of the  Employee
Retirement  Security Act of 1974, as amended,  or qualified  pursuant to Section
401(a) of the Internal Revenue Code of 1986.

     In that  connection,  I have  examined  originals,  or copies  certified or
otherwise  identified to my satisfaction,  of such documents,  corporate records
and other instruments as I deemed necessary for the purposes of this opinion.

     For  purposes  of this  opinion,  I have  assumed the  authenticity  of all
documents  submitted to me as originals,  the conformity to the originals of all
documents  submitted to me as copies,  and the  authenticity of the originals of
all documents  submitted to me as copies. I have also assumed the genuineness of
the  signatures of persons  signing all documents in connection  with which this
opinion is rendered,  the  authority  of such  persons  signing on behalf of the
parties thereto other than the Company, and the due authorization, execution and
delivery of all documents by parties thereto other than the Company.

       Based on the foregoing, I am of the opinion that:

       1.    The Company is a corporation duly organized and existing under the
             laws of the State of Delaware.

       2.    The Shares have been duly authorized for issuance and when issued
             in accordance with the Plan will be legally issued, fully paid and
             nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement and to the reference to me in the Registration Statement.

     I render  no  opinion  as to the laws of any  jurisdiction  other  than the
internal law of the State of Illinois  and the United  States of America and the
internal corporate law of the State of Delaware.

     This  opinion  is  furnished  to you in  connection  with the filing of the
Registration Statement,  and is not to be used, circulated,  quoted or otherwise
relied upon for any other purposes.

                                                             Very truly yours,

                                                             /s/ John A. Dul
                                                             John A. Dul
                                                             General Counsel
Exhibit 23.1

                        CONSENT OF INDEPENDENT AUDITTORS

       We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Anixter International Inc. 2001 Stock
Incentive Plan of our report dated January 28, 2002, with respect to the
consolidated financial statements and schedules of Anixter International Inc.
included in its Annual Report (Form 10-K) for the year ended December 28, 2001,
filed with the Securities and Exchange Commission.

                                                               ERNST & YOUNG LLP

Chicago, Illinois
February 11, 2003
Exhibit 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 2001 Stock Incentive Plan of Anixter International Inc.
of our report dated February 1, 2002 (except for Note 3, as to which the date is
March 28, 2002), with respect to the consolidated financial statements of
Pentacon, Inc. for the year ended December 31, 2001 included in the Form 8-K/A
of Anixter International Inc. dated September 20, 2002 filed with the Securities
and Exchange Commission.

Houston, Texas
February 11, 2003
Exhibit 24

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that the  undersigned  director  of
Anixter International Inc., a Delaware corporation (the "Corporation"), which is
going to file a  Registration  Statement  on Form S-8  with the  Securities  and
Exchange  Commission  under the  provisions  of the  Securities  Act of 1933, as
amended,  in connection with the Corporation's 2001 Stock Incentive Plan, hereby
constitutes and appoints John A. Dul and Dennis J. Letham, and each of them, her
or his true and lawful  attorneys-in-fact  and  agents,  with full power and all
capacities, to sign the Corporation's Registration Statement on Form S-8 and any
or all  amendments  thereto,  including  any  prospectus  or amended  prospectus
contained therein, and any other documents in connection therewith,  to be filed
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact and agents 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 or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned  hereunto set his or her hand and seal
as of the 13th day of January, 2003.

/s/ Lord James Blyth                             /s/ Stuart M. Sloan
-----------------------------                    -----------------------------
Lord James Blyth                                  Stuart M. Sloan

/s/ Robert L. Crandall                           /s/ Thomas C. Theobald
-----------------------------                    -----------------------------
Robert L. Crandall                                Thomas C. Theobald

/s/ Robert W. Grubbs                             /s/ Mary Agnes Wilderotter
-----------------------------                    -----------------------------
Robert W. Grubbs                                  Mary Agnes Wilderotter

/s/ F. Philip Handy                              /s/ Matthew Zell
-----------------------------                    -----------------------------
F. Philip Handy                                   Matthew Zell

/s/ Melvyn N. Klein                              /s/ Samuel Zell
-----------------------------                    -----------------------------
Melvyn N. Klein                                   Samuel Zell

/s/ John R. Petty
-----------------------------
John R. Petty