UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): December 1, 2005
                                                         ----------------


                             ARROW ELECTRONICS, INC.
               (Exact Name of Registrant as Specified in Charter)



            NEW YORK                    1-4482                11-1806155
            --------                    ------                ----------
  (State or Other Jurisdiction       (Commission            (IRS Employer
        of Incorporation)            File Number)        Identification No.)


                    50 MARCUS DRIVE, MELVILLE, NEW YORK 11747
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (631) 847-2000


                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act 
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
     (17 CFR 20.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the 
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the 
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 8.01   OTHER EVENTS

          On December 1, 2005, Arrow Electronics, Inc. issued a press release
          announcing that it had completed an all-cash tender offer to acquire
          up to 70% of the outstanding common stock of Ultra Source Technology
          Corp. ("Ultra Source"). Arrow, through its wholly-owned subsidiary,
          Arrow Electronics Taiwan Limited ("Arrow Taiwan"), will be acquiring
          70% of the common shares of Ultra Source for an aggregate purchase
          price of $62.5 million. All necessary regulatory approvals related to
          the tender offer have been received.

          A copy of the press release announcing the tender offer is attached
          hereto as an Exhibit (99.1).


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

      (c)    EXHIBITS
             99.1 press release issued by Arrow Electronics, Inc. dated
             December 1, 2005.




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               ARROW ELECTRONICS, INC.


Date:  December 1, 2005                        By:  /s/Peter S. Brown
                                                    -----------------
                                                    Name:  Peter S. Brown
                                                    Title: Senior Vice President




                                  EXHIBIT INDEX

Exhibit           Description
-------           -----------

99.1              Press release issued by Arrow Electronics, Inc., dated
                  December 1, 2005.