As filed with the Securities and
             Exchange Commission on May 24, 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 401(K) 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,     200,000<F1>,<F2>   $43.00<F3>    $8,600,000.00<F3>   $2,966.00<F3>
without par       shares
value

Interests in the Plan (1)
- -----------------------------------------------------------------------------
<FN>
<F1>  This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, pursuant
      to Rule 416(c) under the Securities Act of 1933, an
      indeterminate amount of interests to be offered or sold
      pursuant to the employee benefit plan described herein
      and 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 May 20, 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 filed with the Securities and
Exchange Commission by Wyle Electronics (the "Company") and
the Wyle Electronics 401(k) Plan (the "Plan") are incorporated
herein by reference: 

  (a)  Annual Report on Form 10-K for the Company's fiscal
       year ended December 31, 1995;

  (b)  Quarterly Report on Form 10-Q for the Company's
       quarterly period ended March 31, 1996; 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 or by
the Plan 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, the holder of options to acquire
shares of Common Stock, and a Plan participant.

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 shareholders, 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 indemnify directors and
officers in circumstances in which indemnification 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 executive
officers which require that the Company indemnify such
directors and executive 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 executive 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

       THE REGISTRANT.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix,
State of Arizona, on May 20, 1996.

  


                          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.

<TABLE>
<CAPTION>



   SIGNATURE                       TITLE                        DATE

<S>                             <C>                          <C>

__/s/ Charles M. Clough__       Chairman of the Board        May 20, 1996
Charles M. Clough               of Directors


__/s/ Ralph L. Ozorkiewicz__    President, Chief Executive   May 20, 1996
Ralph L. Ozorkiewicz            Officer and Director 
                                (Principal Executive
                                Officer)

_/s/ R. Van Ness Holland, Jr._  Executive Vice-President     May 20, 1996
R. Van Ness Holland, Jr.        - Finance, Treasurer
                                and Chief Financial Officer
                                (Principal Financial and 
                                Accounting Officer)


__/s/ Michael R. Corboy__       Director*                     May 20, 1996
Michael R. Corboy


__/s/ Theodore M. Freedman__    Director                      May 20, 1996
Theodore M. Freedman


__/s/ Jack S. Kilby__           Director                      May 20, 1996
Jack S. Kilby


__/s/ Edward Sanders__          Director*                     May 20, 1996
Edward Sanders


__/s/ Stanley A. Wainer__       Director                      May 20, 1996
Stanley A. Wainer


__/s/ Kirk West__               Director*                     May 20, 1996
Kirk West


__/s/ Frank S. Wyle__           Director                      May 20, 1996
Frank S. Wyle



___________________________________________
*Member of Executive Compensation Committee


</TABLE>

<PAGE>
       THE PLAN.  Pursuant to the requirements of the
Securities Act of 1933, the trustee has duly caused this
Registration Statement to be signed on behalf of the Plan by
the undersigned, thereunto duly authorized, in the City of
Seattle, State of Washington on May 22, 1996.

                           WYLE ELECTRONICS 401(K) PLAN

                           By:  Northwestern Trust Investors
                                Advisory Company, a
                                Washington Trust Company, as
                                Trustee


                                
                                By: /s/ Gerry O. Kelley

                                Its: Senior Trust Officer


<PAGE>


                        EXHIBIT INDEX


Exhibit
Number             Description


4.1          Wyle Electronics 401(k) Plan.

4.2          Trust Agreement for Wyle Electronics
             401(k) Plan. 

5.1          Opinion of Company Counsel as to the legality 
             of the securities being registered 
             (opinion re legality). 

5.2          Opinion of O'Melveny & Myers as to compliance
             under the Employee Retirement Income Security
             Act of 1974.

23.1         Consent of Arthur Andersen LLP. 

23.2         Consent of Company Counsel (included in Exhibit 
             5.1). 

23.3         Consent of O'Melveny & Myers (included in
             Exhibit 5.2).

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




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933", "secsgml_size_bytes": 18857}]
{"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": "333-04537", "film-number": "96572477"}, "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 May 24, 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 401(K) 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,     200,000
,
$43.00
$8,600,000.00
$2,966.00
without par       shares
value

Interests in the Plan (1)
- -----------------------------------------------------------------------------
This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, pursuant
      to Rule 416(c) under the Securities Act of 1933, an
      indeterminate amount of interests to be offered or sold
      pursuant to the employee benefit plan described herein
      and 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 May 20, 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 filed with the Securities and
Exchange Commission by Wyle Electronics (the "Company") and
the Wyle Electronics 401(k) Plan (the "Plan") are incorporated
herein by reference: 

  (a)  Annual Report on Form 10-K for the Company's fiscal
       year ended December 31, 1995;

  (b)  Quarterly Report on Form 10-Q for the Company's
       quarterly period ended March 31, 1996; 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 or by
the Plan 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, the holder of options to acquire
shares of Common Stock, and a Plan participant.

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 shareholders, 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 indemnify directors and
officers in circumstances in which indemnification 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 executive
officers which require that the Company indemnify such
directors and executive 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 executive 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

       THE REGISTRANT.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix,
State of Arizona, on May 20, 1996.

  

                          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 Board        May 20, 1996
Charles M. Clough               of Directors

__/s/ Ralph L. Ozorkiewicz__    President, Chief Executive   May 20, 1996
Ralph L. Ozorkiewicz            Officer and Director 
                                (Principal Executive
                                Officer)

_/s/ R. Van Ness Holland, Jr._  Executive Vice-President     May 20, 1996
R. Van Ness Holland, Jr.        - Finance, Treasurer
                                and Chief Financial Officer
                                (Principal Financial and 
                                Accounting Officer)

__/s/ Michael R. Corboy__       Director*                     May 20, 1996
Michael R. Corboy

__/s/ Theodore M. Freedman__    Director                      May 20, 1996
Theodore M. Freedman

__/s/ Jack S. Kilby__           Director                      May 20, 1996
Jack S. Kilby

__/s/ Edward Sanders__          Director*                     May 20, 1996
Edward Sanders

__/s/ Stanley A. Wainer__       Director                      May 20, 1996
Stanley A. Wainer

__/s/ Kirk West__               Director*                     May 20, 1996
Kirk West

__/s/ Frank S. Wyle__           Director                      May 20, 1996
Frank S. Wyle

___________________________________________
*Member of Executive Compensation Committee
THE PLAN.  Pursuant to the requirements of the
Securities Act of 1933, the trustee has duly caused this
Registration Statement to be signed on behalf of the Plan by
the undersigned, thereunto duly authorized, in the City of
Seattle, State of Washington on May 22, 1996.

                           WYLE ELECTRONICS 401(K) PLAN

                           By:  Northwestern Trust Investors
                                Advisory Company, a
                                Washington Trust Company, as
                                Trustee

                                
                                By: /s/ Gerry O. Kelley

                                Its: Senior Trust Officer
EXHIBIT INDEX

Exhibit
Number             Description

4.1          Wyle Electronics 401(k) Plan.

4.2          Trust Agreement for Wyle Electronics
             401(k) Plan. 

5.1          Opinion of Company Counsel as to the legality 
             of the securities being registered 
             (opinion re legality). 

5.2          Opinion of O'Melveny & Myers as to compliance
             under the Employee Retirement Income Security
             Act of 1974.

23.1         Consent of Arthur Andersen LLP. 

23.2         Consent of Company Counsel (included in Exhibit 
             5.1). 

23.3         Consent of O'Melveny & Myers (included in
             Exhibit 5.2).

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