SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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) September 23, 1997

                                A V N E T, I N C.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

    New York                        1-4224                        11-1890605
- --------------------------------------------------------------------------------
 (State or Other Jurisdiction     (Commission                (I.R.S. Employer
    of Incorporation)              File Number)              Identification No.)

80 Cutter Mill Road, Great Neck, New York                        11021
- --------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                    (Zip Code)

Registrant's Telephone Number, Including Area Code  - (516) 466-7000
- --------------------------------------------------------------------------------


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










Item 5.   Other Events.

     Exhibit 99.1 to this Statement is the  Registrant's  Deferred  Compensation
Plan for Outside Directors,  which was adopted by the Registrant's  shareholders
at their  Annual  Meeting  held on  November  20, 1996 and became  effective  on
January 1, 1997.

     Exhibit 99.2 to this Statement contains Excerpts from Minutes of the Annual
Meeting of the Board of  Directors  held on  November  20, 1996  concerning  the
Registrant's Stock Bonus Plan for Outside Directors.


Item 7.   Financial Statements and Exhibits.

          (a) Inapplicable.

          (b) Inapplicable.

          (c) Exhibits:

          24. Powers of Attorney.

          99.1 Avnet, Inc. Deferred Compensation Plan for Outside Directors.

          99.2 Excerpts  from  Minutes of the Annual  Meeting of the
               Board of  Directors of Avnet,  Inc.  held on November
               20, 1996  concerning the Stock Bonus Plan for Outside
               Directors.




No other item of this report form is presently applicable to the Registrant.



                                S I G N A T U R E

     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 thereunto duly authorized.

                                            AVNET, INC.
                                            (Registrant)

Date: September 23, 1997                    By: s/Raymond Sadowski
                                                -------------------
                                                  Raymond Sadowski
                                                  Senior Vice President and
                                                  Chief Financial Officer



                                      -2-




                                  EXHIBIT INDEX

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

     24.       Powers of Attorney

     99.1      Avnet, Inc. Deferred Compensation Plan for Outside
               Directors

     99.2      Excerpt from Minutes of the Annual Meeting of the Board of
               Directors of Avnet, Inc. held on November 20, 1996 concerning
               the Stock Bonus Plan for Outside Directors



















                                   EXHIBIT 24




















                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, her  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for her and in her  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as she might or could do in person, hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 22nd day of September, 1997.



                                            s/Eleanor Baum
                                            --------------
                                              Eleanor Baum
















                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, her  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for her and in her  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as she might or could do in person, hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 20th day of September, 1997.



                                            s/J. Veronica Biggins
                                            ---------------------
                                              J. Veronica Biggins















                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, his  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for him and in his  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 18th day of September, 1997.



                                            s/Gerald J. Berkman
                                            -------------------
                                              Gerald J. Berkman















                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, his  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for him and in his  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 18th day of September, 1997.



                                            s/Joseph F. Caligiuri
                                            ---------------------
                                              Joseph F. Caligiuri















                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, his  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for him and in his  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 19th day of September, 1997.



                                            s/Sylvester D. Herlihy
                                            ----------------------
                                              Sylvester D. Herlihy















                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, his  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for him and in his  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 22nd day of September, 1997.



                                            s/Ehud Houminer
                                            ---------------
                                              Ehud Houminer














                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, his  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for him and in his  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 18th day of September, 1997.



                                            s/Leon Machiz
                                            -------------
                                              Leon Machiz














                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, his  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for him and in his  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 18th day of September, 1997.



                                             s/Salvatore J. Nuzzo
                                             --------------------
                                               Salvatore J. Nuzzo













                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, his  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for him and in his  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 19th day of September, 1997.



                                             s/Frederic Salerno
                                             ------------------
                                               Frederic Salerno














                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, his  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for him and in his  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 21st day of September, 1997.



                                            s/David Shaw
                                            ------------
                                              David Shaw













                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, his  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for him and in his  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 18th day of September, 1997.



                                            s/Roy Vallee
                                            ------------
                                              Roy Vallee
















                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, his  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for him and in his  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 22nd day of September, 1997.



                                            s/Keith Williams
                                            ----------------
                                              Keith Williams















                                    POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     The undersigned  does hereby make,  constitute and appoint Raymond Sadowski
and David R. Birk and each of them, his  attorneys-in-fact  and agents with full
power of  substitution,  to  execute  for him and in his  behalf  in any and all
capacities an Annual Report on Form 10-K, any amendments thereto,  and any other
documents  incidental  thereto,  and to file the same, with all exhibits thereto
and all other required documents,  with the Securities and Exchange  Commission.
The undersigned further grants unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the said filing,  as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents and/or any of them or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this power of attorney
this 18th day of September, 1997.



                                            s/Frederick S. Wood
                                            -------------------
                                              Frederick S. Wood















                                  EXHIBIT 99.1














                                   Avnet, Inc.
                           Deferred Compensation Plan
                              for Outside Directors

                                      -----


1.   Purpose

     The purpose of the Plan is to provide  Eligible  Directors  of Avnet,  Inc.
with an opportunity to defer payment of certain portions of their  compensation,
at their election, in accordance with the provisions hereof.

2.   Definitions

     As used herein, the following terms shall have the following meanings:

     "Account" shall mean the Account established for a Participant  pursuant to
Section 4.

     "Average  Market  Value"  shall mean,  with  respect to one share of Common
Stock on any date, the average of the mean between the daily  per-share high and
low sale  prices  for  shares of  Common  Stock on the New York  Stock  Exchange
("NYSE")  for the period of five  trading  days ending on such date,  or for the
period  of five  trading  days  immediately  preceding  such date if the NYSE is
closed on such date.

     "Beneficiary"  shall mean the person or persons designated by a Participant
in  accordance  with  Section 9 to receive any  amount,  or any shares of Common
Stock, payable under the Plan by reason of his or her death.

     "Board of Directors" shall mean the Board of Directors of the Corporation.

     "Committee"  shall mean the persons  appointed by the Board of Directors to
administer the Plan in accordance with Section 12.

     "Common Stock" shall mean the shares of common stock of the Corporation.

     "Compensation"  shall mean,  with respect to any Eligible  Director for any
Plan Year  beginning  on or after  January  1,  1997,  all fees  payable to such
Director during such year by way


                                      





of retainer for service as a member of the Board of Directors or any  committees
thereof,  but shall not include  meeting fees or any fees payable in the form of
Common Stock.

     "Corporation" shall mean Avnet, Inc.

     "Eligible  Director" shall mean any individual who is a member of the Board
of  Directors  and  who is  not an  employee  of the  Corporation  or any of its
subsidiaries.

     "Participant"  shall mean any  Eligible  Director  who has made an election
under  Section 3 to defer any  portion of his or her  Compensation  for any Plan
Year.

     "Phantom Share Unit" or "PSU" shall mean a unit of  measurement  equivalent
to one share of Common Stock,  with none of the attendant  rights of a holder of
such share, including,  without limitation, the right to vote such share and the
right to receive dividends thereon,  except to the extent otherwise specifically
provided herein.

     "Plan" shall mean the Avnet,  Inc.  Deferred  Compensation Plan for Outside
Directors, as set forth herein and as amended from time to time.

     "Plan Year" shall mean the calendar year.

3.   Deferral Elections

     With respect to each Plan Year  beginning on or after  January 1, 1997,  an
Eligible  Director  may elect to have  payment  of any part or all of his or her
Compensation  for such year  deferred,  and to have payment of such portion made
under the terms of this Plan. Any such election shall be made in accordance with
the following rules:

     (a) A deferral election shall be made in writing, on a form provided by the
Committee for such purpose.

     (b) In the election  form,  the Eligible  Director  (i) shall  specify,  by
percentage  (which must be an even  multiple of 10%),  the portion of his or her
Compensation  the  Eligible  Director  wishes  to defer  hereunder  (amounts  so
deferred  are  hereinafter  referred  to as the  Eligible  Director's  "Deferred
Amounts"), and (ii) shall specify, by percentage (which must be an even multiple
of 10%), the portions of the Eligible Director's Deferred Amounts that he or she
wishes  to have  allocated,  respectively,  to the PSU  Portion  and to the Cash
Portion of the Account established for the Eligible Director pursuant to Section
4.

     (c) An Eligible Director's election to defer Compensation for any Plan Year
shall be filed with the  Committee  no later than  November 30 of the  preceding
Plan Year.


                                       -2-





     (d)  Notwithstanding the provisions of paragraph (c) above, a newly-elected
Eligible Director may make a deferral election  hereunder with respect to his or
her  Compensation for the Plan Year in which he or she is first elected to serve
as a member of the Board of Directors  by filing his or her  election  form with
the  Committee  no  later  than 30 days  after  the  date on which he or she was
elected to serve as a member of the Board of Directors. Any deferral election so
made shall be effective  only with respect to  Compensation  earned for services
performed  after  the date on  which  such  election  has  been  filed  with the
Committee.

     (e) Any deferral  election made by an Eligible Director with respect to his
or her  Compensation  for a Plan Year, and any election made hereunder as to the
allocation of the Deferred Amounts for such year to the PSU Portion and the Cash
Portion of his or her Account, shall be irrevocable.

4.   Accounts

     For each  Participant,  there shall be established on the books and records
of the Corporation, for bookkeeping purposes only, a separate Account to reflect
the  Participant's  interest under the Plan. The Account so established shall be
maintained in accordance with the following provisions:

     (a) The  Account  established  for each  Participant  shall  consist of two
sub-accounts  referred to herein,  respectively,  as the "PSU  Portion"  and the
"Cash Portion".

     (c) The PSU  Portion  and the Cash  Portion of each  Participant's  Account
shall be  credited  with  amounts  equal to the  portions  of the  Participant's
Deferred  Amounts  for each Plan Year that the  Participant  has  elected  under
Section 3 hereof to have  allocated to such  Portions.  Such amounts shall be so
credited as of the date on which the amounts in question would have been paid to
the  Participant had the Participant not elected to have payment of such amounts
deferred.

     (d) The PSU Portion and the Cash Portion of a  Participant's  Account shall
be adjusted from time to time to reflect all additional PSU's and interest to be
credited  to such  Portions  pursuant to Section 6, and all  payments  made with
respect to such Portions pursuant to Section 8.

     (e) A  Participant's  interest in his or her Account  shall be fully vested
and nonforfeitable at all times.



                                       -3-





5.   Conversion to PSU's

     Amounts credited to the PSU Portion of a Participant's  Account pursuant to
paragraph  (c) of Section 4 shall be converted  into (and after such  conversion
shall be  reflected in such  Portion as) a number of Phantom  Share Units.  Such
number  shall be  determined  by dividing  the amount so credited by the Average
Market  Value of one share of Common Stock on the date as of which the amount is
so credited.

6.   Crediting of Earnings

     Until payment with respect to a Participant's Account has been made in full
in accordance with Section 8, the PSU Portion of a  Participant's  Account shall
be credited with  additional  PSU's,  and the Cash Portion of the  Participant's
Account  shall be credited  with  interest,  in  accordance  with the  following
provisions:

     (a) As of each date on which the Corporation  pays a dividend on its Common
Stock ("Dividend Payment Date"),  the PSU Portion of each Participant's  Account
shall be credited with additional PSU's, the number of which shall be determined
by first (i)  multiplying  the  number of PSU's  standing  to the  Participant's
credit on the  record  date for such  dividend  by the  per-share  amount of the
dividend so paid,  and then (ii)  dividing the  resulting  amount by the Average
Market Value of one share of Common Stock on the Dividend Payment Date.

     (b) As of the last day of each  calendar  month,  the  balance  of the Cash
Portion of a Participant's  Account shall be credited with an amount  determined
by  multiplying  such  balance  by a  percentage  corresponding  to the  rate of
interest on U.S. Treasury 10-year Notes on the first day of such calendar month.

7.   Adjustment of PSU's

     In the event of any change in the Common  Stock  occurring by reason of any
stock  dividend,   recapitalization,   reorganization,   merger,  consolidation,
split-up,  combination or exchange of shares, or any rights offering to purchase
such shares at a price  substantially  below fair market  value,  or any similar
change affecting the Common Stock, the number and kind of shares  represented by
Phantom Share Units shall be appropriately  adjusted consistent with such change
in such manner as the Committee,  in its sole discretion,  may deem equitable to
prevent  substantial  dilution  or  enlargement  of the  rights  granted  to, or
available for, the  Participants  hereunder.  The Committee shall give notice to
each  Participant  of any  adjustment  made pursuant to this Section 7 and, upon
such notice,  such adjustment shall be effective and binding for all purposes of
the Plan.



                                       -4-





8.   Payment of Account Balances

     Payment with respect to a Participant's Account shall be made in accordance
with the following provisions:

     (a) The balances of the PSU Portion and the Cash Portion of a Participant's
Account shall become  payable upon the  Participant's  ceasing to be a member of
the Board of Directors for any reason. Except (b) below, payment with respect to
a  Participant's  Account  shall be made in the form of a  series  of 10  annual
installments.

     (b) In lieu of the  payment  form  specified  in  paragraph  (a)  above,  a
Participant  may  elect to have the  balances  of the PSU  Portion  and the Cash
Portion of his or her Account paid in the form of a single lump-sum payment,  or
in such  number of annual  installments,  not to exceed  10, as the  Participant
specifies in such  election.  Any such election  shall be made in writing,  on a
form  that has been  furnished  by the  Committee  to the  Participant  for such
purpose  and that is  filed by the  Participant  with  the  Committee.  Any such
election  shall be  effective  only if it has been filed with the  Committee  at
least 24 months prior to the date on which the Participant ceases to be a member
of the Board of Directors.  A Participant  may revoke any election so made,  and
make a new election hereunder,  provided that such revocation or new election is
filed  with the  Committee  at least 24  months  prior to the date on which  the
Participant ceases to be a member of the Board of Directors. Any such revocation
or new election  shall be made in writing,  on a form furnished by the Committee
to the Participant for such purpose.

     (c) If payment with respect to a Participant's Account is to be made in the
form of annual installments, the first such installment payment shall be made on
or as soon as  practicable  after the first day of the Plan Year  following  the
Plan  Year in  which  the  Participant  ceases  to be a member  of the  Board of
Directors, and the remaining installment payments shall be made on or as soon as
practicable after the first day of each succeeding Plan Year.

     (d) Each installment payment to be made with respect to the Cash Portion of
a  Participant's  Account  shall be made in cash,  in an  amount  determined  by
dividing  (i) the balance of the Cash Portion  determined  as of the last day of
the Plan Year  preceding  the year in which such payment is to be made,  by (ii)
the number of installment payments remaining to be made.

     (e) Each installment  payment to be made with respect to the PSU Portion of
a  Participant's  Account  shall be made  partly in  shares of Common  Stock and
partly in cash.  The number of shares to be  included  in each such  installment
payment  shall be equal to the number of whole PSU's  included  in the  quotient
resulting from dividing (i) the total number of PSU's included in the balance of
the PSU Portion of the Participant's Account as of the last day of the Plan Year
preceding  the year in which such  payment is to be made,  by (ii) the number of
installment payments remaining to be made; and the amount of cash to be included
in each such


                                       -5-





installment payment shall be determined by multiplying (iii) the fractional part
of a PSU  included in the  aforementioned  quotient  by (iv) the Average  Market
Value of one share of Common Stock on the last  business day  preceding the date
on which such installment payment is to be made.

     (f) If payment with respect to a Participant's Account is to be made in the
form of a single lump sum payment,  such payment  shall be made on or as soon as
practicable  after the first  day of the Plan  Year  following  the Plan Year in
which the  Participant  ceases to be a member  of the Board of  Directors.  Such
payment  shall be made (i) in cash,  with  respect  to the  balance  of the Cash
Portion of the  Participant's  Account and with respect to any  fractional  PSUs
included in the balance of the PSU Portion of the  Participant's  Account  (with
the cash amount payable for such  fractional PSUs calculated on the basis of the
Average  Market  Value of a share of  Common  Stock  on the  last  business  day
preceding the date of payment), and (ii) in shares of Common Stock, with respect
to the number of whole PSUs  included  in the  balance of the PSU Portion of the
Participant's Account.

     (g) If a Participant  should die before receiving all payments  required to
be made hereunder with respect to his or her Account,  any payments remaining to
be  made  at  the  date  of  the  Participant's  death  shall  be  made  to  the
Participant's Beneficiary. Payments to the Beneficiary shall be made in the same
form,  and at the same  times,  as the  payments  would  have  been  made to the
Participant had he or she not died.

     (h)  Notwithstanding any other provision in this Section 8 to the contrary,
payment with respect to any part or all of the  Participant's  Account  balances
may be made to the  Participant  on any date earlier than the date on which such
payment is to be made pursuant to such other provisions of this Section 8 if (i)
the Participant requests such early payment and (ii) the Committee,  in its sole
discretion,  determines  that  such  early  payment  is  necessary  to help  the
Participant  meet an  "unforeseeable  emergency"  within the  meaning of Section
1.457-2(h)(4)   (or  any  successor   provision)  of  the  federal   income  tax
regulations.  The amount that may be so paid may not exceed the amount necessary
to meet such emergency.

     (i)  Notwithstanding any other provision in this Section 8 to the contrary,
the entire unpaid balance of a  Participant's  Account shall become  immediately
due and  payable  upon the  occurrence  of a Change in Control,  as  hereinafter
defined.  Payment with  respect to such  balance  shall be made in the form of a
single lump-sum payment.  Payment shall be made as soon as practicable after the
occurrence of such Change in Control.  Payment  shall be made (A) in cash,  with
respect to the balance of the Cash Portion of the Participant's Account and with
respect to any fractional PSUs included in the balance of the PSU Portion of the
Participant's  Account (with the cash amount  payable for such  fractional  PSUs
calculated  on the basis of the Average  Market Value of a share of Common Stock
on the last business day preceding the date of


                                       -6-





payment), and (B) in shares of Common Stock, with respect to the number of whole
PSUs included in the balance of the PSU Portion of the Participant's Account.

     For  purposes of the  foregoing,  a "Change in Control"  shall be deemed to
have occurred (x) when any entity,  person  (within the meaning of Section 14(d)
of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act")) or
group  (within the meaning of Section  13(d)(3) or 14(d)(2) of the Exchange Act)
(other than the Corporation or any of its subsidiaries,  or any savings, pension
or other plan for the  benefit of  employees  of the  Corporation  or any of its
subsidiaries),  which theretofore was beneficial owner (as defined in Rule 13d-3
under the Exchange  Act) of less than 20% of the then  outstanding  Common Stock
either  (1)  acquires  shares  of  Common  Stock in a  transaction  or series of
transactions that results in such entity, person or group directly or indirectly
owning beneficially 20% or more of the outstanding Common Stock, or (2) acquires
by proxy or otherwise the right to vote for the election of  directors,  for any
merger,   combination  or  consolidation  of  the  Corporation  or  any  of  its
subsidiaries,  or for any  other  matter or  question  more than 20% of the then
outstanding voting securities of the Corporation  (except where such acquisition
is made by a person or persons  appointed by at least a majority of the Board of
Directors  to act as  proxy  for any  purpose);  or (y)  upon  the  election  or
appointment,  within a twelve-month period, of persons to the Board of Directors
who were not directors of the Corporation at the beginning of such  twelve-month
period,  and whose  election or  appointment  was not  approved by a majority of
those  persons who were  directors at the  beginning of such period,  where such
newly-elected  or appointed  directors  constitute 20% or more of the members of
the Board of Directors.

     (j)  There  shall be  deducted  from the  amount of any  payment  otherwise
required to be made under the Plan all federal,  state and local taxes  required
by law to be withheld with respect to such payment.

9.   Designation and Change of Beneficiary

     Each Participant shall file with the Committee a written designation of one
or more persons as the  Beneficiary who shall be entitled to receive any amount,
or any shares of Common  Stock,  payable  under the Plan by reason of his or her
death.  A  Participant  may,  from time to time,  revoke  or  change  his or her
Beneficiary  designation  without  the  consent  of  any   previously-designated
Beneficiary  by  filing a new  designation  with the  Committee.  The last  such
designation received by the Committee shall be controlling;  provided,  however,
that no designation,  or change or revocation thereof, shall be effective unless
received by the  Committee  prior to the  Participant's  death,  and in no event
shall it be  effective as of a date prior to such  receipt.  If at the date of a
Participant's  death, there is no designation of a Beneficiary in effect for the
Participant  pursuant to the  provisions of this Section 9, or if no Beneficiary
designated by the Participant in accordance with the provisions  hereof survives
to receive any amount payable under the Plan


                                       -7-





by reason of the Participant's  death, the Participant's estate shall be treated
as the Participant's Beneficiary for purposes of the Plan.

10.  Payments to Persons Other Than Participants

     If the Committee shall find that any Participant or Beneficiary to whom any
amount,  or any shares of Common  Stock,  is payable under the Plan is unable to
care for his or her affairs  because of illness,  accident or legal  incapacity,
then, if the Committee so directs,  such amount, or such shares,  may be paid to
such  Participant's  or  Beneficiary's  spouse,  child  or  other  relative,  an
institution  maintaining or having custody of such person,  or any person deemed
by the  Committee  to be a proper  recipient  on behalf of such  Participant  or
Beneficiary,  unless a prior claim  therefor  has been made by a  duly-appointed
legal representative of the Participant or Beneficiary.

     Any payment made under this Section 10 shall be a complete discharge of the
liability of the Corporation with respect to such payment.

11.  Rights of Participants

     A Participant's rights and interests under the Plan shall be subject to the
following provisions:

     (a) A Participant shall have the status of a general unsecured  creditor of
the  Corporation  with respect to his or her right to receive any payment  under
the Plan.  The Plan shall  constitute a mere promise by the  Corporation to make
payments in the future of the benefits  provided for herein. It is intended that
the arrangements reflected in this Plan be treated as unfunded for tax purposes.

     (b) The Corporation may, but shall not be required to, establish a trust to
assist it in funding any of its payment  obligations under the Plan. If any such
trust is  established,  all of the assets of the trust shall, at all times prior
to payment to  Participants,  remain subject to the claims of the  Corporation's
creditors;  and no Participant or Beneficiary shall have any preferred claim on,
or any beneficial  ownership  interest in, any assets of the trust. Any trust so
established  shall also contain such other terms and  provisions  as will permit
the trust to be treated as a "grantor  trust",  of which the  Corporation is the
grantor,  within the  meaning of subpart  E, part I,  subchapter  J,  chapter 1,
subtitle A of the Internal  Revenue Code of 1986,  as amended (or any  successor
provisions). If any such trust is established, the Corporation shall be relieved
of its obligation  hereunder to pay any amounts or shares of Common Stock to any
Participant or  Beneficiary,  to the extent that such amounts or shares are paid
to the Participant or Beneficiary from such trust.



                                       -8-





     (c) A Participant's  rights to payments under the Plan shall not be subject
in any manner to anticipation,  alienation, sale, transfer,  assignment, pledge,
encumbrance,  attachment,  or garnishment by creditors of the Participant or his
or her Beneficiary.

12.  Administration

     The Plan shall be administered  by the Executive  Committee of the Board of
Directors (the "Committee") or its designees.

     All decisions,  actions or  interpretations of the Committee under the Plan
shall be final, conclusive and binding upon all parties.

     No  member of the  Committee  shall be  personally  liable by reason of any
contract or other instrument  executed by such member or on his or her behalf in
his or her capacity as a member of the Committee nor for any mistake of judgment
made in good faith,  and the Corporation  shall indemnify and hold harmless each
member  of the  Committee,  and  each  employee,  officer,  or  director  of the
Corporation or any of its subsidiaries to whom any duty or power relating to the
administration or interpretation of the Plan may be delegated,  against any cost
or expense  (including  counsel  fees) or liability  (including  any sum paid in
settlement of a claim with the approval of the Board of  Directors)  arising out
of any act or omission to act in connection  with the Plan unless arising out of
such person's own fraud or bad faith.

13.  Amendment or Termination

     The Board of Directors may, with prospective or retroactive effect,  amend,
suspend or  terminate  the Plan or any  portion  thereof at any time;  provided,
however,  that no amendment  of the Plan shall  deprive any  Participant  of any
rights to receive  payment of any  amounts or shares of Common  Stock due him or
her under the terms of the Plan as in effect prior to such amendment without his
or her written consent.

     Any  amendment  that the  Board of  Directors  would be  permitted  to make
pursuant to the  preceding  paragraph  may also be made by the  Committee  where
appropriate  to  facilitate  the  administration  of the Plan or to comply  with
applicable law or any applicable rules and regulations of governing authorities,
provided  that  the  cost  of the  Plan  to the  Corporation  is not  materially
increased by such amendment.



                                       -9-




14.  Successor Corporation

     The obligations of the Corporation under the Plan shall be binding upon any
successor corporation or organization  resulting from the merger,  consolidation
or other reorganization of the Corporation, or upon any successor corporation or
organization  succeeding to substantially  all of the assets and business of the
Corporation.  The Corporation agrees that it will make appropriate provision for
the preservation of Participants' rights under the Plan in any agreement or plan
which it may  enter  into or adopt to  effect  any such  merger,  consolidation,
reorganization or transfer of assets.

15.  Effective Date

     The Plan shall be effective October 1, 1996, subject,  however, to approval
by the holders of a majority of the  outstanding  shares of Common  Stock of the
Corporation  entitled to vote thereon at the first meeting of the  Corporation's
shareholders to be held after such date.

16.  Governing Law

     The provisions of the Plan shall be governed by and construed in accordance
with the laws of the State of New York.




                                      -10-












                                  EXHIBIT 99.2






                          EXCERPTS FROM MINUTES OF THE
                    ANNUAL MEETING OF THE BOARD OF DIRECTORS
                    OF AVNET, INC. HELD ON NOVEMBER 20, 1996


     At the request of the Chairman,  Mr.  Sadowski  summarized  the Stock Bonus
Plan for Outside  Directors  (the "Plan")  currently in effect and  management's
recommendations  with  respect  to  the  modification  and  continuation  of the
program.  Mr.  Sadowski  stated  that the  Plan as  originally  adopted  in 1987
provided  that each  Outside  Director  serving on the Board would  receive four
annual  installments of 250 shares of the  Corporation's  Common Stock following
his or her  initial  year of  service as a  Director.  He said that the Plan had
previously  been  amended  in 1992 to add four  additional  installments  of 250
shares each. Mr. Sadowski and Mr. Machiz then stated management's recommendation
that the Plan be continued and modified so that each Outside Director serving on
the Board will receive shares of the  Corporation's  Common Stock annually after
his or her first year of service but  subject to a cap as to the maximum  dollar
value of such shares.  A  discussion  ensued as to the overall  remuneration  of
Outside  Directors and the  appropriate  cap to be placed on the market value of
the  shares to be  issued  annually  to each  Outside  Director  under the Plan.
Whereupon,  upon motion duly made,  seconded  and  unanimously  carried,  it was

               RESOLVED,  that the  Corporation's  Stock  Bonus Plan for Outside
          Directors be and hereby is extended and  modified in  accordance  with
          the proposal presented at this Meeting;  namely, that (i) each Outside
          Director  (excluding  Directors who are or formerly were  employees of
          the  Corporation)  who is  currently  a  participant  in the Plan will
          receive an award of 300 shares of the  Corporation's  Common  Stock on
          the first  business  day of  January of each year so long as he or she
          continues to provide  services as an Outside  Director;  (ii) that all
          newly  elected  Outside  Directors  in the future  will  receive  upon
          election for a second term an award of 300 shares of the Corporation's
          Common Stock in the January  following such re-election and 300 shares
          per year annually thereafter so long as he or she continues to provide
          services as an Outside Director;  (iii) that the aforementioned annual
          awards of 300 shares will be





          appropriately    adjusted   in   the   event   of   stock   dividends,
          recapitalization  of the  Corporation's  Common  Stock,  split-ups  or
          combinations of shares or similar capital  adjustments;  and (iv) that
          such annual  awards of 300 shares each will be adjusted  downward,  as
          necessary, in decrements of 25 shares so that the value of such shares
          on the date of each  issuance is not greater  than  $24,000 (the value
          being  determined  based  upon the  average of the high and low market
          prices on the New York Stock Exchange on the date of issuance).