As filed with the Securities and Exchange Commission on January 11, 1996.

                                              Registration No. 33-____________


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                       ___________________

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

                        Wyle Electronics
         (Exact name of registrant as specified in its charter)
                       ___________________

       California                             95-1779998
  (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)             Identification No.)

              15370 Barranca Parkway, Irvine, California 92718
                (Address of principal executive offices)

               Wyle Electronics 1995 Stock Incentive Plan
                        (Full title of the plan)

                        Stephen D. Natcher, Esq.
    Senior Vice President - Administration, General Counsel and Secretary
           15370 Barranca Parkway, Irvine, California 92718
                (Name and address of agent for service)
                          ___________________

 Telephone number, including area code, of agent for service:  (714) 753-9953
                          ___________________

<TABLE>
<CAPTION>

                    CALCULATION  OF REGISTRATION  FEE

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

<S>              <C>                 <C>           <C>                  <C> 
                                     Proposed      Proposed
                                     maximum       maximum
Title of          Amount             offering      aggregate            Amount of
securities        to be              price         offering             registration
to be registered  registered         per unit      price                fee

-----------------------------------------------------------------------------
Common Stock,     500,000<F1>,<F2>   $33.5625<F3>  $16,781,250.00<F3>  $5,787.00<F3>
without par       shares
value
-----------------------------------------------------------------------------
<FN>
<F1>  This Registration Statement covers, in addition to the number 
      of shares of Common Stock stated above, options to purchase 
      the shares of Common Stock covered by the Prospectus and, 
      pursuant to Rule 416, an additional indeterminate number of 
      shares which by reason of certain events specified in the Plan 
      may become subject to the Plan.

<F2>  Each share is accompanied by a common share purchase right 
      pursuant to the Registrant's Amended and Restated Rights 
      Agreement, dated February 23, 1995, with Chemical Bank, as 
      Rights Agent.

<F3>  Pursuant to Rule 457(h), the maximum offering price, per 
      share and in the aggregate, and the registration fee were 
      calculated based upon the average of the high and low prices 
      of the Common Stock on January 5, 1996, as reported on the 
      New York Stock Exchange and published in The Western Edition 
      of The Wall Street Journal. 



</FN>

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

<PAGE>


                               PART I

                    INFORMATION REQUIRED IN THE
                     SECTION 10(a) PROSPECTUS


          The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to optionees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Act").  Such
documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Act.  These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Act.

<PAGE>
                         PART II

              INFORMATION REQUIRED IN THE
                REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference

          The following documents of Wyle Electronics (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference: 

     (a)     Annual Report on Form 10-K for the Company's fiscal 
             year ended December 31, 1994;

     (b)     Quarterly Reports on Form 10-Q for the Company's 
             quarterly periods ended March 31, 1995, June 30, 
             1995, and September 30, 1995; and

     (c)     The description of the Company's Common Stock 
             contained in its Registration Statement on 
             Form 8-A filed on October 27, 1989, and any 
             amendment or report filed for the purpose of 
             updating such description.

          All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents.  Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement.


Item 4.   Description of Securities

          The Company's Common Stock, without par value, (the
"Common Stock") is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted. 


Item 5.   Interests of Named Experts and Counsel

          The validity of the original issuance of the Common
Stock registered hereby is passed on for the Company by Stephen
D. Natcher, Senior Vice President - Administration, General
Counsel and Secretary of the Company.  Mr. Natcher is compensated
by the Company and is the holder of options to acquire shares of
Common Stock.

Item 6.   Indemnification of Directors and Officers

          The Company's Articles of Incorporation contain a
provision which eliminates the liability of directors for
monetary damages to the fullest extent permissible under
California law.  The General Corporation Law of California (the
"Law") (i) authorizes the elimination of liability of directors
for monetary damages in an action brought by a shareholder in the
right of the Company (referred to herein as a "derivative
action") or by the Company for breach of a director's duties to
the Company and its shareholders and (ii) authorizes the Company
to indemnify directors and officers for monetary damages for all
acts or omissions committed by them in their respective
capacities; provided, however, that liability is not limited nor
may indemnification be provided for (a) acts or omissions that
involve intentional misconduct or knowing and culpable violation
of law, (b) for acts or omissions that a director or officer
believes to be contrary to the best interests of the Company or
its shareholders or that involve the absence of good faith on the
part of a director or officer seeking indemnification, (c) for
any transaction from which a director or officer derives an
improper personal benefit, (d) for acts or omissions that show a
reckless disregard for the director's or officer's duty to the
Company or its shareholders in circumstances in which such person
was aware, or should have been aware, in the ordinary course of
performing his duties, of a risk of serious injury to the Company
or its shareholders, (e) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of
the director's or officer's duty to the Company or its share-
holders, and (f) for liabilities arising under Section 310
(contracts in which a director has a material financial interest)
and 316 (certain unlawful dividends, distributions, loans and
guarantees) of the Law.  In addition, the Company may not indem-
nify directors and officers in circumstances in which indemnifi-
cation is expressly prohibited by Section 317 of the Law.  

          The bylaws of the Company provide that the Company has
the power to indemnify directors and officers to the fullest
extent permitted under California law and the Company's Articles
of Incorporation.  The Company has entered into indemnification
agreements with its directors and officers which require that the
Company indemnify such directors and officers in all cases to the
fullest extent permitted by applicable provisions of the Law. The
Company also maintains a directors' and officers' liability
insurance policy insuring directors and officers of the Company
for covered losses as defined in the policy.


Item 7.   Exemption from Registration Claimed

          Not applicable. 


Item 8.   Exhibits

          See the attached Exhibit Index.


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:

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

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

                         (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 (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act") that
     are incorporated by reference in the Registration Statement;

               (2)     That, for the purpose of determining any
     liability under the 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; and

               (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 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.

     (h)     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
provisions described in Item 6 above, 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 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. 

<PAGE>
                            SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Irvine, State of California, on November 8, 1995.



                      By:  ___/s/ Ralph L. Ozorkiewicz___
                           Ralph L. Ozorkiewicz

                      Its: President and Chief Executive Officer



                       POWER OF ATTORNEY

          Each person whose signature appears below constitutes
and appoints Stephen D. Natcher, his true and lawful attorney-in-
fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

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


     Signature                   Title                     Date
     ---------                   -----                     ----

__/s/ Charles M. Clough__        Chairman of the           November 8, 1995
Charles M. Clough                Board of Directors


__/s/ Ralph L. Ozorkiewicz__     President, Chief          November 8, 1995
Ralph L. Ozorkiewicz             Executive Officer
                                 and Director 
                                 (Principal Executive
                                 Officer)



_/s/ R. Van Ness Holland, Jr._   Executive Vice-President  November 8, 1995
R. Van Ness Holland, Jr.         - Finance, Treasurer and 
                                 Chief Financial Officer
                                 (Principal Financial and 
                                 Accounting Officer)


__/s/ Michael R. Corboy__        Director*                 November 8, 1995
Michael R. Corboy


__/s/ Theodore M. Freedman__     Director                  November 8, 1995
Theodore M. Freedman


__/s/ Jack S. Kilby__            Director                  November 8, 1995
Jack S. Kilby


__/s/ Edward Sanders__           Director*                 November 8, 1995
Edward Sanders


__/s/ Stanley A. Wainer__        Director*                 November 8, 1995
Stanley A. Wainer


__/s/ Kirk West__                Director                  November 8, 1995
Kirk West


__/s/ Frank S. Wyle__            Director*                 November 8, 1995
Frank S. Wyle




___________________________________________
*Member of Executive Compensation Committee



<PAGE>


                         EXHIBIT INDEX


Exhibit
Number   Description  
-------  -----------



4.1      Wyle Electronics 1995 Stock Incentive Plan
         (Composite Plan document incorporating amendments 
         adopted by the Board of the Company on May 9, 1995).

4.2      Form of Employee Nonqualified Stock Option Agreement.

4.3      Form of Employee Incentive Stock Option Agreement.

4.4      Form of Employee Restricted Stock Award Agreement to 
         be used in connection with 1996 incentive compensation 
         awards.

5.       Opinion of Company Counsel (opinion re legality).

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Company Counsel (included in Exhibit 5).

24.      Power of Attorney (included in this
         Registration Statement under "Signatures").


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "WYLE ELECTRONICS 1995 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 17946}]
{"company-data": {"conformed-name": "WYLE ELECTRONICS", "cik": "0000108683", "assigned-sic": "5065", "irs-number": "951779998", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00149", "film-number": "96502786"}, "business-address": {"street1": "15370 BARRANCA PKWY", "city": "IRVINE", "state": "CA", "zip": "92718-2215", "phone": "7147539953"}, "mail-address": {"street1": "15370 BARRANCA PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92718-2215"}, "former-company": [{"former-conformed-name": "WYLE LABORATORIES", "date-changed": "19920703"}, {"former-conformed-name": "WAINER STANLEY A", "date-changed": "19671101"}]}
As filed with the Securities and Exchange Commission on January 11, 1996.

                                              Registration No. 33-____________

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                       ___________________

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

                        Wyle Electronics
         (Exact name of registrant as specified in its charter)
                       ___________________

       California                             95-1779998
  (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)             Identification No.)

              15370 Barranca Parkway, Irvine, California 92718
                (Address of principal executive offices)

               Wyle Electronics 1995 Stock Incentive Plan
                        (Full title of the plan)

                        Stephen D. Natcher, Esq.
    Senior Vice President - Administration, General Counsel and Secretary
           15370 Barranca Parkway, Irvine, California 92718
                (Name and address of agent for service)
                          ___________________

 Telephone number, including area code, of agent for service:  (714) 753-9953
                          ___________________
CALCULATION  OF REGISTRATION  FEE

------------------------------------------------------------------------------
Proposed      Proposed
                                     maximum       maximum
Title of          Amount             offering      aggregate            Amount of
securities        to be              price         offering             registration
to be registered  registered         per unit      price                fee

-----------------------------------------------------------------------------
Common Stock,     500,000
,
$33.5625
$16,781,250.00
$5,787.00
without par       shares
value
-----------------------------------------------------------------------------
This Registration Statement covers, in addition to the number 
      of shares of Common Stock stated above, options to purchase 
      the shares of Common Stock covered by the Prospectus and, 
      pursuant to Rule 416, an additional indeterminate number of 
      shares which by reason of certain events specified in the Plan 
      may become subject to the Plan.
Each share is accompanied by a common share purchase right 
      pursuant to the Registrant's Amended and Restated Rights 
      Agreement, dated February 23, 1995, with Chemical Bank, as 
      Rights Agent.
Pursuant to Rule 457(h), the maximum offering price, per 
      share and in the aggregate, and the registration fee were 
      calculated based upon the average of the high and low prices 
      of the Common Stock on January 5, 1996, as reported on the 
      New York Stock Exchange and published in The Western Edition 
      of The Wall Street Journal.
=============================================================================
PART I

                    INFORMATION REQUIRED IN THE
                     SECTION 10(a) PROSPECTUS

          The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to optionees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Act").  Such
documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Act.  These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Act.
PART II

              INFORMATION REQUIRED IN THE
                REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

          The following documents of Wyle Electronics (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference: 

     (a)     Annual Report on Form 10-K for the Company's fiscal 
             year ended December 31, 1994;

     (b)     Quarterly Reports on Form 10-Q for the Company's 
             quarterly periods ended March 31, 1995, June 30, 
             1995, and September 30, 1995; and

     (c)     The description of the Company's Common Stock 
             contained in its Registration Statement on 
             Form 8-A filed on October 27, 1989, and any 
             amendment or report filed for the purpose of 
             updating such description.

          All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents.  Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement.

Item 4.   Description of Securities

          The Company's Common Stock, without par value, (the
"Common Stock") is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted. 

Item 5.   Interests of Named Experts and Counsel

          The validity of the original issuance of the Common
Stock registered hereby is passed on for the Company by Stephen
D. Natcher, Senior Vice President - Administration, General
Counsel and Secretary of the Company.  Mr. Natcher is compensated
by the Company and is the holder of options to acquire shares of
Common Stock.

Item 6.   Indemnification of Directors and Officers

          The Company's Articles of Incorporation contain a
provision which eliminates the liability of directors for
monetary damages to the fullest extent permissible under
California law.  The General Corporation Law of California (the
"Law") (i) authorizes the elimination of liability of directors
for monetary damages in an action brought by a shareholder in the
right of the Company (referred to herein as a "derivative
action") or by the Company for breach of a director's duties to
the Company and its shareholders and (ii) authorizes the Company
to indemnify directors and officers for monetary damages for all
acts or omissions committed by them in their respective
capacities; provided, however, that liability is not limited nor
may indemnification be provided for (a) acts or omissions that
involve intentional misconduct or knowing and culpable violation
of law, (b) for acts or omissions that a director or officer
believes to be contrary to the best interests of the Company or
its shareholders or that involve the absence of good faith on the
part of a director or officer seeking indemnification, (c) for
any transaction from which a director or officer derives an
improper personal benefit, (d) for acts or omissions that show a
reckless disregard for the director's or officer's duty to the
Company or its shareholders in circumstances in which such person
was aware, or should have been aware, in the ordinary course of
performing his duties, of a risk of serious injury to the Company
or its shareholders, (e) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of
the director's or officer's duty to the Company or its share-
holders, and (f) for liabilities arising under Section 310
(contracts in which a director has a material financial interest)
and 316 (certain unlawful dividends, distributions, loans and
guarantees) of the Law.  In addition, the Company may not indem-
nify directors and officers in circumstances in which indemnifi-
cation is expressly prohibited by Section 317 of the Law.  

          The bylaws of the Company provide that the Company has
the power to indemnify directors and officers to the fullest
extent permitted under California law and the Company's Articles
of Incorporation.  The Company has entered into indemnification
agreements with its directors and officers which require that the
Company indemnify such directors and officers in all cases to the
fullest extent permitted by applicable provisions of the Law. The
Company also maintains a directors' and officers' liability
insurance policy insuring directors and officers of the Company
for covered losses as defined in the policy.

Item 7.   Exemption from Registration Claimed

          Not applicable. 

Item 8.   Exhibits

          See the attached Exhibit Index.

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:

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

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

                         (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 (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act") that
     are incorporated by reference in the Registration Statement;

               (2)     That, for the purpose of determining any
     liability under the 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; and

               (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 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.

     (h)     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
provisions described in Item 6 above, 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 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 of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Irvine, State of California, on November 8, 1995.

                      By:  ___/s/ Ralph L. Ozorkiewicz___
                           Ralph L. Ozorkiewicz

                      Its: President and Chief Executive Officer

                       POWER OF ATTORNEY

          Each person whose signature appears below constitutes
and appoints Stephen D. Natcher, his true and lawful attorney-in-
fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

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

     Signature                   Title                     Date
     ---------                   -----                     ----

__/s/ Charles M. Clough__        Chairman of the           November 8, 1995
Charles M. Clough                Board of Directors

__/s/ Ralph L. Ozorkiewicz__     President, Chief          November 8, 1995
Ralph L. Ozorkiewicz             Executive Officer
                                 and Director 
                                 (Principal Executive
                                 Officer)

_/s/ R. Van Ness Holland, Jr._   Executive Vice-President  November 8, 1995
R. Van Ness Holland, Jr.         - Finance, Treasurer and 
                                 Chief Financial Officer
                                 (Principal Financial and 
                                 Accounting Officer)

__/s/ Michael R. Corboy__        Director*                 November 8, 1995
Michael R. Corboy

__/s/ Theodore M. Freedman__     Director                  November 8, 1995
Theodore M. Freedman

__/s/ Jack S. Kilby__            Director                  November 8, 1995
Jack S. Kilby

__/s/ Edward Sanders__           Director*                 November 8, 1995
Edward Sanders

__/s/ Stanley A. Wainer__        Director*                 November 8, 1995
Stanley A. Wainer

__/s/ Kirk West__                Director                  November 8, 1995
Kirk West

__/s/ Frank S. Wyle__            Director*                 November 8, 1995
Frank S. Wyle

___________________________________________
*Member of Executive Compensation Committee
EXHIBIT INDEX

Exhibit
Number   Description  
-------  -----------

4.1      Wyle Electronics 1995 Stock Incentive Plan
         (Composite Plan document incorporating amendments 
         adopted by the Board of the Company on May 9, 1995).

4.2      Form of Employee Nonqualified Stock Option Agreement.

4.3      Form of Employee Incentive Stock Option Agreement.

4.4      Form of Employee Restricted Stock Award Agreement to 
         be used in connection with 1996 incentive compensation 
         awards.

5.       Opinion of Company Counsel (opinion re legality).

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Company Counsel (included in Exhibit 5).

24.      Power of Attorney (included in this
         Registration Statement under "Signatures").