FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WADDELL JOHN C 		2. Issuer Name and Ticker or Trading Symbol

ARROW ELECTRONICS INC [ ARW ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ARROW ELECTRONICS, INC., 50 MARCUS DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/4/2012
(Street)

MELVILLE, NY 11747
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 5/4/2012     A      3231.89         (1)   (1) Common Stock   3231.89   $0   3231.89   D  
 
Restricted Stock Units     (2)                    (2)   (2) Common Stock   18401.08     18401.08   D  
 

Explanation of Responses:
( 1)  Restricted Stock Units settled by (i) the issuance of shares of Common Stock on a one-for-one basis on the second business day following the date that the Company next files its quarterly or annual financial statements (as applicable) with the U.S. Securities and Exchange Commission that follows the date of the Grantee's "separation from service" (within the meaning of Section 409A of the Internal Revenue Code); provided that the Restriction Period shall end no later than the last day of the calendar year in which the Grantee separates from service on the Board (the change in Restricted Period was approved by the Board of Directors on May 4, 2012 with respect to all grants on that date and subsequent), or (ii) payment of the fair market value of an equivalent number of shares of common stock following a change of control.
( 2)  Restricted Stock Units settled by (i) the issuance of shares of Common Stock on a one-for-one basis one year following termination of services as a Director, or (ii) payment of the fair market value of an equivalent number of shares of common stock following a change of control.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WADDELL JOHN C
ARROW ELECTRONICS, INC.
50 MARCUS DRIVE
MELVILLE, NY 11747 		X



Signatures
Jade E. Osorio, Attorney-in-fact 5/8/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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