Mail Stop 6010

      January 31, 2006


VIA U.S. MAIL AND FACSIMILE (480) 643-7777

Raymond Sadowski
Chief Financial Officer
Avnet, Inc.
2211 South 47th Street
Phoenix, Arizona  85034


      Re:	Avnet, Inc.
		Form 10-K for the fiscal year ended July 2, 2005
      Filed September 14, 2005
      Form 10-Q for the quarterly period ended October 1, 2005
		File No. 001-04224

Dear Mr. Sadowski:


      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.




Form 10-Q for the fiscal quarter ended October 1, 2005

Consolidated Financial Statements

Note 4.  Acquisitions, page 9

Preliminary acquisition-related restructuring activity accounted
for
in purchase accounting, page 11

1. We see that you recorded approximately $83 million of purchase
accounting adjustments during the first quarter of fiscal 2006
associated with acquisition-related restructuring activities.  We
have the following comments:
* Please tell us how the restructuring activity meets the
requirements of EITF 95-3 to be recorded as a component of the
purchase price.
* We see that a portion of the restructuring accrual relates to
write-offs or write downs of certain Memec owned assets, including
information technology assets.    Please clarify why impairments
of
Memec`s assets were recorded in the 95-3 restructuring accrual.
That
is, tell us why the underlying assets were not recorded based on
fair
values in the purchase accounting balance sheet prepared pursuant
to
paragraph 37 of SFAS 141.
* Please explain in greater detail the reasons for the inventory
impairment adjustment.  Given the magnitude of the adjustment,
tell
us why inventory as presented in Memec`s historical pre-
acquisition
balance sheet was appropriate in GAAP.  Also explain why this
adjustment is presented with the 95-3 restructuring accrual.  If
the
impairment indicators occurred subsequent to the purchase, tell us
why you should not recognize the expense in your current financial
statements.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Kristin Lochhead at (202) 551-3664 or me at
(202) 551-3605 if you have questions.  In this regard, please do
not
hesitate to contact Brian Cascio, Accounting Branch Chief, at
(202)
551-3676 with any other questions.


      Sincerely,



      Gary Todd
      Reviewing Accountant

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Mr. Sadowski
Avnet, Inc.
January 31, 2006
Page 3