AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998
                                                 REGISTRATION NO. 333-


         			SECURITIES AND EXCHANGE COMMISSION
               			WASHINGTON, D.C.  20549




                      			 FORM S-8
              			REGISTRATION STATEMENT
                        	  UNDER
           	     THE SECURITIES ACT OF 1933




                             		 AVNET, INC.
           (Exact  name  of  registrant  as  specified in its charter)



        NEW YORK                                               11-1890605
 (State or other jurisdiction                                 (IRS Employer
  of incorporation or organization)                        Identification No.)
          
                                80 CUTTER MILL ROAD
                              GREAT NECK, NEW YORK 11021
                       (Address of principal executive offices)

                          AVNET DEFERRED COMPENSATION PLAN
                               (Full title of the plan)

RAYMOND SADOWSKI DAVID R. BIRK SENIOR VICE PRESIDENT SENIOR VICE PRESIDENT, SECRETARY AND CHIEF FINANCIAL OFFICER AND GENERAL COUNSEL AVNET, INC. AVNET, INC. 80 CUTTER MILL ROAD 80 CUTTER MILL ROAD GREAT NECK, NEW YORK 11021 GREAT NECK, NEW YORK 11021 (516) 466-7000 (516) 466-7000 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) Copies to: MARK I. BOGART, ESQ. RUDNICK & WOLFE 203 NORTH LASALLE STREET SUITE 1800 CHICAGO, ILLINOIS 60601 (312) 368-4000 (312) 236-7516 (TELECOPIER) CALCULATION OF REGISTRATION FEE Title of securities Amount to be Proposed Proposed Amount of to be registered{(1)} registered maximum maximum registration offering price aggregate fee per share offering price{(2)} Avnet Deferred Compensation Plan {(3)} {(3)} $50,000,000 $14,750 Obligations
(1)The Deferred Compensation Plan Obligations are unsecured obligations Avnet, Inc. to pay certain benefits in the future in accordance with the terms of the Avnet Deferred Compensation Plan. (2)Estimated solely for the purpose of calculating the registration fee. (3)Omitted pursuant to Rule 457(0). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in this registration statement: (a) the Registrant's Annual Report on Form 10-K for the fiscal year ended June 27, 1997 (Commission File No. 1-4224); (b) the Registrant's Current Report on Form 8-K dated and filed September 23, 1997; (c) the Registrant's Current Report on Form 8-K dated September 25, 1997 and filed November 5, 1997; and (d) the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 26, 1997. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities covered hereby then remaining unsold, shall be deemed to be incorporated by reference in and made a part of this Registration Statement from the respective dates on which such documents are filed. ITEM 4. DESCRIPTION OF SECURITIES. $50,000,000 of Avnet Deferred Compensation Plan obligations ("Obligations") being registered under this Registration Statement may be offered to "Eligible Employees" who are Participants, both as defined in the Avnet Deferred Compensation Plan (the "Plan"). The Obligations are general unsecured obligations of the Registrant to pay certain benefits in the future in accordance with the terms of the Plan. Benefits are paid from the general assets of the Registrant or from the Avnet Deferred Compensation Rabbi Trust (the "Trust"), the assets of which are subject to the claims of the Registrant's general creditors in the event that the Registrant becomes "Insolvent" (as defined in the Trust). Accordingly, the Obligations rank PARI PASSU with other unsecured and unsubordinated indebtedness of the Registrant from time to time outstanding. The Obligations are not subject to redemption, in whole or in part, prior to the termination, retirement, death, a scheduled Early Distribution Date (as defined below) or Financial Hardship (as defined below) of a Participant. However, the Registrant reserves the right to amend or terminate the Plan at any time, except that no such amendment or termination shall reduce a Participant's right to Obligations in the Participant's Accounts (as defined in the Plan) as of the date of such amendment or termination. The amount of Compensation (as defined in the Plan) deferred by each Participant is determined in accordance with each Participant's deferral election form and the provisions of the Plan. Participants may make elections concerning where their Accounts are to be invested under investment options provided for under the Plan. However, the Accounts are unfunded bookkeeping accounts, the returns on which are measured by the performance of the investment funds elected by each Participant, and are used to determine the amount of the Obligations issued to a Participant. Participants cannot sell, assign, transfer, pledge or otherwise encumber any Obligation. A Participant's Account, as adjusted for investment returns, will be payable upon termination of employment (including retirement), death, disability, a scheduled Early Distribution Date, Financial Hardship or termination of employment. The timing and form of distribution will be determined in accordance with the terms of the Plan. In general, distributions will be made in a lump sum if made as a result of (1) death, (2) a Participant's Account being less than $25,000, (3) the Participant having less than five years of service with Avnet and not being disabled at termination, (4) a scheduled Early Distribution Date or (5) Financial Hardship. For other Participants who terminate employment with an Account balance of $25,000 or more and due to disability or after completing at least five years of service, distributions will be made in substantially equal monthly installments over a 15 year period. Such participants may also make a written election filed with the Committee to receive a distribution in the form of a lump sum or in substantially equal periodic payments made over a five or ten year period. However, except in the case of disability, such written election must be filed with the Committee at least one year prior to termination of employment. An Early Distribution Date is a date at least three full plan years following the date a Participant elects to take an in-service distribution of amounts deferred for a particular plan year, and the election must be made prior to the beginning of such plan year. Financial Hardship distributions are made as a result of an unforeseeable severe financial emergency resulting from (1) a sudden and unexpected illness or a accident of the Participant or his or her dependent; (2) loss of property due to casualty; or (3) other similar extraordinary and unforeseeable circumstance arising from events beyond the Participant's control, which may not be relieved through other available resources, as determined by the Committee in its sole discretion. The Obligations are not convertible into another security of the Registrant. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Registrant. No trustee has been appointed having the authority to take action with respect to the Obligations, other than to make payment of the Obligations in accordance with the Trust. Accordingly, each Participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, covenants and taking action upon a default with respect to his or her Obligations under the Plan. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain matters with respect to the Obligations being registered hereunder are being passed upon by David R. Birk, Esq., whose opinion is filed as Exhibit 5.1 to this Registration Statement. Mr. Birk is Senior Vice President and General Counsel of the Registrant, is the beneficial owner of 1,175 shares of the Registrant's Common Stock and is eligible to participate in the Plan. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 54 of the Registrant's by-laws provides as follows: 54. A. The Corporation shall indemnify, and advance the expenses of, any director, officer or employee to the full extent permitted by the New York Business Corporation Law as the same now exists or may hereafter be amended. B. The indemnification and advancement of expenses granted pursuant to this Section 54 shall not be exclusive or limiting of any other rights to which any person seeking indemnification or advancement of expenses may be entitled when authorized by (i) a resolution of shareholders, (ii) a resolution of directors or (iii) an agreement providing for such indemnification; provided that no indemnification may be made to or on behalf of any such person if a judgment or other final adjudication adverse to such person establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. C. No amendment, modification or rescission of these By-Laws shall be effective to limit any person's right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted. Section 721 of the New York Business Corporation Law (the "B.C.L.") provides that no indemnification may be made to or on behalf of any director or officer of the Registrant if "a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled." Section 54B of the Registrant's By-laws includes the foregoing statutory language. The rights granted under section 54 of the By-laws are in addition to, and are not exclusive of, any other rights to indemnification and expenses to which any director or officer may otherwise be entitled. Under the B.C.L., a New York corporation may indemnify any director or officer who is made or threatened to be made a party to an action by or in the right of such corporation against "amounts paid in settlement and reasonable expenses, including attorneys' fees," actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonable believed to be in the best interests of the corporation, except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such director or officer shall have been adjudged liable to the corporation, unless and only to the extent that a court determines that the director or officer is fairly and reasonably entitled to indemnity (B.C.L. Section 722(c)). A corporation may also indemnify directors and officers who are parties to other actions or proceedings (including actions or proceedings by or in the right of any other corporation or other enterprise which the director or officer served at the request of the corporation) against "judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees," actually or necessarily incurred as a result of such actions or proceedings, or any appeal therein, provided the director or officer acted in good faith, for a purpose which he reasonably believed to be in the best interests of the corporation (or in the case of service to another corporation or other enterprise at the request of such corporation, not opposed to the best interests of such corporation) and, in criminal cases, that he also had no reasonable cause to believe that his conduct was unlawful (B.C.L. Section 722(a)). Any indemnification under Section 722 may be made only if authorized in the specific case by disinterested directors, or by the board of directors upon the opinion in writing of independent legal counsel that indemnification is proper, or by the shareholders (B.C.L. Section 723(b)), but even without such authorization, a court may order indemnification in certain circumstances (B.C.L. Section 724). Further, any director or officer who is "successful, on the merits or otherwise," in the defense of an action or proceeding is entitled to indemnification as a matter of right (B.C.L. Section 723(a)). A New York corporation may generally purchase insurance, consistent with the limitation of New York insurance law and regulatory supervision, to indemnify the corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of the B.C.L., so long as no final adjudication has established that the directors' or officers' acts of active and deliberate dishonesty were material to the cause of action so adjudicated or that the directors or officers personally gained in fact a financial profit or other advantage (B.C.L. Section 726). The Registrant's directors and officers are currently covered as insureds under directors' and officers' liability insurance. Such insurance, subject to annual renewal and certain rights of the insurer to terminate, provides an aggregate maximum of $50,000,000 of coverage for directors and officers of the Registrant and its subsidiaries against claims made during the policy period relating to certain civil liabilities, including liabilities under the Securities Act of 1933. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Avnet Deferred Compensation Plan 4.2 Avnet Deferred Compensation Rabbi Trust 5.1 Opinion and Consent of David R. Birk, Esq. 23.1 Consent of David R. Birk, Esq. (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP, Independent Accountants 24.1 Powers of Attorney 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. (A) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (B) to reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (C) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (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 Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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 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 Act and will be governed by the final adjudication of such issue. S I G N A T U R E 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 Town of Great Neck, State of New York, on this 28th day of January, 1998. AVNET, INC. By: /S/ LEON MACHIZ Leon Machiz, Chairman of the Board, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933 this Registration Statement has been signed below by the following persons in the capacities indicated and on the date indicated.
Leon Machiz* Chairman of the Board, Chief January 28, 1998 Executive Officer and Director (Principal Executive Officer) Raymond Sadowski* Senior Vice President, Chief January 28, 1998 Financial Officer and Assistant Secretary (Principal Financial Officer) John F. Cole* Controller (Principal Accounting January 28, 1998 Officer) Roy Vallee* President, Chief Operating January 28, 1998 Officer, Vice Chairman of the Board and Director Eleanor Baum* Director January 28, 1998 Gerald J. Berkman* Director January 28, 1998 Joseph F. Caligiuri* Director January 28, 1998 Ehud Houminer* Director January 28, 1998 Salvatore J. Nuzzo* Director January 28, 1998 Frederic Salerno* Director January 28, 1998 David Shaw* Director January 28, 1998 Keith Williams* Director January 28, 1998 Frederick S. Wood* Director January 28, 1998 *By:/S/ RAYMOND SADOWSKI Attorney-in-Fact January 28, 1998 Raymond Sadowski
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT PAGE 4.1 Avnet Deferred Compensation Plan 4.2 Avnet Deferred Compensation Rabbi Trust 5.1 Opinion and Consent of David R. Birk, Esq. 23.1 Consent of David R. Birk, Esq. (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP, Independent Accountants 24.1 Powers of Attorney

                                                      EXHIBIT 4.1




                     AVNET DEFERRED COMPENSATION PLAN


                            AVNET, INC.


                CERTIFICATE OF ASSISTANT SECRETARY


          I,   David  R.  Birk,  Secretary  of  Avnet,  Inc.,  a  New  York
corporation, do  hereby  certify that attached hereto is a true and correct
copy of the AVNET DEFERRED COMPENSATION PLAN.

               Dated this 28th day of January, 1998.



                              /S/ DAVID R. BIRK
                              Secretary as Aforesaid

                 AVNET DEFERRED COMPENSATION PLAN

                         TABLE OF CONTENTS

                                                             PAGE

ARTICLE 1 TITLE AND DEFINITIONS...............................  1
     1.1 - Title.   1
     1.2 - Definitions.   1

ARTICLE 2 PARTICIPATION.......................................  4
     2.1 - Participation.   4

ARTICLE 3 DEFERRAL ELECTIONS..................................  5
     3.1 - Elections to Defer Compensation.   5
     3.2 - Investment Elections.   6

ARTICLE 4 ACCOUNTS............................................  8
     4.1 - Deferral Account.   8

ARTICLE 5 VESTING.............................................  9
     5.1 - Deferral Account.   9

ARTICLE 6 DISTRIBUTIONS....................................... 10
     6.1 - Distribution of Deferred Compensation.  10
     6.2 - Distribution of Insurance Proceeds or Death Benefit  11
     6.3 - Financial Hardship Withdrawals.  12
     6.4 - Scheduled Early Distributions  12
     6.5 - Inability to Locate Participant.  12
     6.6 - Trust.  13

ARTICLE 7 ADMINISTRATION...................................... 14
     7.1 - Committee.  14
     7.2 - Committee Action.  14
     7.3 - Powers and Duties of the Committee.  14
     7.4 - Construction and Interpretation.  15
     7.5 - Information.  15
     7.6 - Compensation, Expenses and Indemnity.  15
     7.7 - Quarterly Statements.  16
     7.8 - Disputes.  16

ARTICLE 8 MISCELLANEOUS....................................... 18
     8.1 - Unsecured General Creditor.  18
     8.2 - Restriction Against Assignment.  18
     8.3 - Withholding.  18
     8.4 - Amendment, Modification, Suspension or Termination.  18
     8.5 - Governing Law.  19
     8.6 - Receipt or Release.  19
     8.7 - Notices.  19
     8.8 - Headings and Gender.  19
     8.9 - Plan Not A Contract of Employment.  19
     8.10- Construed as a Whole.  20
     8.11- Severability.  20

                                   i




                 AVNET DEFERRED COMPENSATION PLAN


     WHEREAS, Avnet, Inc. a New York corporation (the "Company") desires to
establish a nonqualified deferred compensation plan to provide supplemental
retirement income benefits  for  Eligible  Employees  (as  defined  herein)
through  deferrals  of  Compensation (as defined herein and death benefit),
effective as of February 1, 1998; and

     WHEREAS, it is believed  that the adoption of this Plan will be in the
best interests of the Company;

     NOW, THEREFORE, it is hereby declared as follows:

                             ARTICLE 1
                       TITLE AND DEFINITIONS
1.1 - TITLE.
     This Plan shall be known as the Avnet Deferred Compensation Plan.
1.2 - DEFINITIONS.
     Whenever the following words  and  phrases are used in this Plan, with
the first letter capitalized, they shall have the meanings specified below.
     (a)   "Account"  or  "Accounts" shall mean  a  Participant's  Deferral
Account.
     (b)   "Active  Participant"  shall  mean  a  Participant  who,  for  a
particular  Plan  Year,  has  a  Compensation  Deferred  Election  Form  or
Insurance Coverage Election Form in effect for the Plan Year.
     (c)  "Affiliate"  shall mean any incorporated or unincorporated entity
that is under common control with the Company under Code sections 414(b) or
(c).
     (d)   "Beneficiary"  or  "Beneficiaries"  shall  mean  the  person  or
persons, including  a  trustee, personal representative or other fiduciary,
last designated in writing  by  a Participant in accordance with procedures
established by the Committee to receive the benefits specified hereunder in
the  event  of  the Participant's death  (other  than  the  death  benefits
described in Section  6.2(a)(1)  unless  such  person  is  designated  as a
beneficiary under the Policy described therein). No Beneficiary designation
shall become effective until it is filed with the Committee. If there is no
Beneficiary  designation  in  effect, then the person designated to receive
the death benefit specified in Section 6(c)(1) shall be the Beneficiary. If
there  is  no such designation or  if  there  is  no  surviving  designated
Beneficiary,   then   the  Participant's  surviving  spouse  shall  be  the
Beneficiary. If there is  no  surviving  spouse  to  receive  any  benefits
payable  in accordance with the preceding sentence, the duly appointed  and
currently acting personal representative of the Participant's estate (which
shall include  either  the  Participant's  probate  estate or living trust)
shall  be  the  Beneficiary. In any case where there is  no  such  personal
representative of  the  Participant's  estate  duly appointed and acting in
that  capacity  within  90  days  after the Participant's  death  (or  such
extended  period as the Committee determines  is  reasonably  necessary  to
allow such  personal  representative to be appointed, but not to exceed 180
days after the Participant's death), then Beneficiary shall mean the person
or persons who can verify  by  affidavit or court order to the satisfaction
of the Committee that they are legally  entitled  to  receive  the benefits
specified hereunder. In the event any amount is payable under the Plan to a
minor, payment shall not be made to the minor, but instead be paid  (a)  to
that  person's  living  parent(s) to act as custodian, (b) if that person's
parents are then divorced,  and one parent is the sole or primary custodial
parent, to such custodial parent,  or  (c)  if  no parent of that person is
then living, to a custodian selected by the Committee to hold the funds for
the  minor  under  the  Uniform  Gifts  to  Minors  Act in  effect  in  the
jurisdiction in which the minor resides. If no parent  is  living  and  the
Committee decides not to select another custodian to hold the funds for the
minor,  then  payment  shall  be  made  to the duly appointed and currently
acting guardian of the estate for the minor  or,  if  no  guardian  of  the
estate  for the minor is duly appointed and currently acting within 60 days
after the  date the amount becomes payable, payment shall be deposited with
the court having jurisdiction over the estate of the minor.
     (e)  "Board of Directors" or "Board" shall mean the Board of Directors
of the Company.
     (f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
     (g) "Committee"  shall  mean  the  Committee appointed by the Board to
administer the Plan in accordance with Article 7.
     (h) "Company shall mean  Avnet, Inc.,  a  New York corporation and any
successor corporation.
     (i) "Compensation" shall mean a Participant's  Incentive  Compensation
and/or Salary.
     (j) "Compensation Deferral Election Form" shall mean a form  issued by
the  Committee  and  completed  by the Participant to defer the payment  of
Compensation, subject to the terms  of  the  Plan  and such other rules and
procedures that the Committee shall determine in its sole discretion.
     (k)  "Death  Benefit"  shall  mean  two  times a Participant's  Target
Compensation for a Plan Year minus $50,000.
     (l) "Death Benefit Continuation Form" shall  mean  the form prescribed
by  the  Committee for a Participant to elect a Death Benefit  pursuant  to
Sections 2.1 and 6.2(b).
     (m) "Effective Date" shall mean February 1, 1998.
     (n) "Election  Period"  for  an  Eligible  Employee  shall  mean, with
respect  to  a  particular  Plan Year, the 30-day period ending either  (i)
prior to the first day of the Plan Year or (ii) with respect to newly hired
Eligible Employees, after their  initial date of hire.  Notwithstanding the
foregoing, for Eligible Employees  employed  on  the  Effective  Date,  the
Election  Period for the first Plan Year shall begin on January 1, 1998 and
end on February 14, 1998.
     (o) "Eligible Employee" shall mean any domestic U.S. domicile employee
of the Company  or an Affiliate who is part of a select group of management
or highly compensated  employees  that  the  Committee has determined to be
eligible to become a Participant in the Plan to  whom  the Plan is extended
by the Committee, but excluding any person designated by  the Company or an
Affiliate as an independent contractor.
     (p) "Financial Hardship" shall mean an unforeseeable, severe financial
emergency resulting from (1) a sudden and unexpected illness or accident of
the  Participant or his or her dependent (as defined in Section  152(a)  of
the Code);  (2)  loss of the Participant's property due to casualty; or (3)
other similar extraordinary  and unforeseeable circumstances arising out of
event beyond the control of the  Participant,  which  may  not  be relieved
through other available resources of the Participants, as determined by the
Committee in its sole discretion.
     (q)  "Fund" or "Funds" shall mean one or more of the investment  funds
selected  by   the   Committee  pursuant  to  Section  3.2(b)  in  which  a
Participant's Account shall be deemed to be invested.
     (r)  "Incentive  Compensation"   shall   mean   any   cash   incentive
compensation  payable  to  a Participant by the Company or an Affiliate  in
addition to the Participant's  Salary  prior  to  reduction  for any salary
deferral   contributions   to   a  plan  described  under  Section  125  or
Section 401(k) of the Code.
     (s) "Interest Rate" shall mean,  for each Fund, an amount equal to the
net rate of gain or loss on the assets  of  such Fund during each month, as
determined by the Fund.
     (t)  "Participant"  shall mean any Eligible  Employee  who  becomes  a
Participant in accordance with Section 2.1.
     (u)  "Payment  Eligibility   Date"  shall  mean  a  date  as  soon  as
administratively practical on or after the first day of the month following
the end of the calendar quarter in  which  a  Participant  is entitled to a
distribution under the terms of the Plan.
     (v) "Plan" shall mean this Avnet Deferred Compensation  Plan set forth
herein, now in effect, or as amended from time to time.
     (w) "Plan Year" shall mean, with respect to the first plan year the 11
consecutive  month  period beginning on the Effective Date, and  thereafter
the 12 consecutive month period beginning on January 1.
     (x) "Salary" shall  mean  the Participant's base salary payable by the
Company  or  an  Affiliate  prior to  reduction  for  any  salary  deferral
contributions to a plan qualified  under  Section  125 or Section 401(k) of
the Code.
     (y)  "Target  Compensation"  shall  mean  Incentive  Compensation  and
Salary.
     (z) "Trust" shall mean the Avnet Deferred Compensation Rabbi Trust, as
amended from time to time.

                                   1




                             ARTICLE 2
                           PARTICIPATION
2.1 - PARTICIPATION.
     An Eligible Employee shall become a Participant in the Plan by (1)
electing to defer a portion of his or her Compensation in accordance with
Section 3.1, and/or (2) filing a Life Insurance Application Form with or
without a Compensation Deferral Election Form and (3) completing such other
forms or agreements that the Committee, in its sole discretion, may
require.  An Active Participant who terminates employment may continue
Participation in the Plan with respect to the Death Benefit described in
Section 6.2(b) by filing a Death Benefit Continuation Form with the
Committee within 30 days of the Participant's termination of employment and
making all premium contributions required under Section 6.2(b) on a timely
basis pursuant to such rules as promulgated by the Committee from time to
time.

                                   2




                             ARTICLE 3
                        DEFERRAL ELECTIONS
3.13.1 - ELECTIONS TO DEFER COMPENSATION.
     (a)  ELECTION PERIOD. Subject to Section 2.1,  each  Eligible Employee
may elect to defer Compensation by filing with the Committee a Compensation
Deferral  Election Form no later than the last day of his or  her  Election
Period.
     (b)  GENERAL   RULE.  The  amount  of  Compensation  which  an  Active
Participant may elect to defer is as follows:
          (1) Any percentage  of  Salary  that  is at least 5% and does not
     exceed 50% and/or
          (2) Any percentage of Incentive Compensation  that is at least 5%
     and does not exceed 100%;
provided,   however,  that  no  election  shall  be  effective  to   reduce
Compensation that:
          (i) an Eligible Employee has actually or constructively received;
     or
          (ii)  would  cause  an  Eligible  Employee's  Compensation  for a
     calendar  year  to be an amount which is less than the Social Security
     taxable wage base for such calendar year.
     (c)  MINIMUM DEFERRALS.  If  no Salary is deferred for a Plan Year and
the total amount of the Incentive Compensation  elected to be deferred with
respect  to  that Plan Year is in fact less than 5%  of  the  Participant's
total Compensation,  then no portion of the Incentive Compensation shall be
deferred.
     (d)  EFFECT OF ELECTION.  Compensation Deferral Election Form shall be
effective with respect to Compensation  payable  during  or after the first
pay period beginning after the end of the corresponding Election Period.
     (e)  DURATION  OF  COMPENSATION  DEFERRAL  ELECTION. Any  Compensation
Deferral Election Form shall remain in effect, notwithstanding  any  change
in   the   Participant's  Compensation,  until  changed  or  terminated  in
accordance with  the  terms  of paragraph (g); provided, however, that such
election  shall  terminate  automatically  during  any  Plan  Year  if  the
Participant is no longer an Eligible  Employee.  Subject  to  the preceding
requirements, a Participant may increase, decrease or terminate  his or her
Compensation  Deferral  Election  Form,  effective for Compensation payable
during pay periods beginning after the beginning  of  any  new Plan Year by
filing a new form, in accordance with the terms of this Section  3.1,  with
the Committee.
     (f)  REVOCATION  OF  COMPENSATION  DEFERRAL  ELECTION  FORM. An Active
Participant who elects to defer Compensation by delivering to the Committee
a  valid  Compensation  Deferral Election Form may only change his  or  her
election by revoking such  form,  in  a written instrument delivered to the
Committee, prospectively for Compensation  that  has  not  yet  been  paid.
Thereafter,  a  Participant may not defer Compensation under the Plan until
the next Plan Year  by  filing  a  new  Compensation Deferral Election Form
during the corresponding Election Period.  Notwithstanding the foregoing, a
Participant who receives a Financial Hardship Withdrawal during a Plan Year
pursuant to Section 6.3 shall be deemed to  have  his  or  her Compensation
Deferral Election Form revoked for the duration of such Plan Year and shall
not be eligible to file a new Compensation Deferral Election  Form with the
Committee for the next Plan Year.
     (g)  ELECTIONS  OTHER  THAN  ELECTIONS  DURING  THE  ELECTION  PERIOD.
Subject to the requirements above, any Eligible Employee who fails to elect
to  defer  Compensation  during his or her Election Period may subsequently
become an Active Participant,  and any Eligible Employee who has terminated
a prior Compensation Deferral Election  Form  may  elect  to again to defer
Compensation,  by  filing  a  new  Compensation Deferral Election  Form  in
accordance with paragraph (b) above. An election to defer Compensation must
be  filed  and  during  the Election Period  for,  will  be  effective  for
Compensation paid with respect  to services performed during, the next Plan
Year.
3.2 - INVESTMENT ELECTIONS.
     (a)  At  the  time  of  making the  deferral  elections  described  in
Section 3.1, the Participant shall  designate,  on  a  form provided by the
Committee, which of the following types of funds the Participant's  Account
will be deemed to be invested in for purposes of determining the amount  of
earnings to be credited to that Account:
          1) Money Market Fund
          2) International Equity Fund
          3) Balanced Fund
          4) Growth Fund
          5) Growth and Income Fund
          6) Aggressive Growth Fund
          7) Bond Fund
          8) Such  other funds as are determined by the Committee from time
               to time
In making the designation pursuant to this Section 3.2, the Participant may
specify that all or  any whole percentage of his Accounts (of at least 10%)
be deemed to be invested in one or more of the types of funds listed above.
Effective as of the end of any calendar month, a Participant may change the
designation made under  this  Section  3.2 by filing an election, on a form
provided by the Committee, at least 30 days prior to the end of such month.
If a Participant fails to elect a type of  fund  under this Section 3.2, he
or she shall be deemed to have elected the Money Market Fund.
     (b)  Although  the  Participant may designate the  type  of  funds  in
paragraph (a) above, the Committee  shall  select from time to time, in its
sole  discretion,  a  commercially available fund  of  each  of  the  types
described in paragraph (a) above to be the Funds. The Interest Rate of each
such commercially available fund or contract shall be used to determine the
amount of earnings or losses to be credited to Participants' Accounts under
Article 4.

                                   3




                             ARTICLE 4
                             ACCOUNTS
4.1 - DEFERRAL ACCOUNT.
     The Committee shall establish and maintain a Deferral Account for each
Participant under the Plan.  Each  Participant's  Deferral Account shall be
further  divided  into separate subaccounts ("Fund Subaccounts"),  each  of
which  corresponds to  a  Fund  elected  by  the  Participant  pursuant  to
Section  3.2(a).  A  Participant's  Deferral  Account  shall be credited as
follows:
     (a)  As of the last day of each month, the Committee  shall credit the
Fund Subaccounts of the Participant's Deferral Account with an amount equal
to Salary deferred by the Participant during each pay period ending in that
month  in accordance with the Participant's election under Section  3.2(a);
that is,  the  portion  of  the  Participant's  deferred  Salary  that  the
Participant  has  elected  to be deemed to be invested in a certain type of
fund shall be credited to the Fund Subaccount corresponding to that Fund;
     (b)  As  of  the  last  day  of  the  month  in  which  the  Incentive
Compensation or partial Incentive  Compensation  would  have been paid, the
Committee  shall credit the Fund Subaccounts of the Participant's  Deferral
Account with  an  amount equal to the portion of the Incentive Compensation
deferred by the Participant's  election  under Section 3.2(a); that is, the
portion  of  the  Participant's deferred Incentive  Compensation  that  the
Participant has elected to be deemed to be invested in a particular type of
fund shall be credited  to  the Fund Subaccount corresponding to that Fund;
and
     (c)  As of the last day  of  each  month,  each  Fund  Subaccount of a
Participant's Deferral Account shall be credited with earnings or losses in
an amount equal to that determined by multiplying the balance  credited  to
such  fund  subaccount  as  of  the  last day of the preceding month by the
Interest Rate for the corresponding Fund  selected  by the Company pursuant
to Section 3.2(b).

                                   4




                             ARTICLE 5
                              VESTING
5.1 - DEFERRAL ACCOUNT.
     Except  as provided in Section 6.4, a Participant's  Deferral  Account
shall be 100% vested at all times.

                                   5




                             ARTICLE 6
                           DISTRIBUTIONS
6.1 - DISTRIBUTION OF DEFERRED COMPENSATION.
     (a)  In the  case  of  a  Participant who is no longer employed by the
Company or an Affiliate and who  either  (i)  terminates  as  a result of a
long-term  disability  (as  defined  in  the Company's long-term disability
plan), or (ii) who has at least five (5) years of service with the Company,
the Distributable Amount shall be paid to  the  Participant  (and after his
death  to  his  or  her  Beneficiary) in the form of a substantially  equal
monthly  installments over  15  years  beginning  on  his  or  her  Payment
Eligibility  Date.   However,  except  as  indicated  below,  a Participant
described in the preceding sentence may elect one of the following optional
forms of distribution provided, that, if the distribution relates to clause
(ii)  above, his or her election is filed with the Committee at  least  one
year prior to his or her termination of employment:
          (1)  a  cash  lump  sum  payable  on  the  Participant's  Payment
     Eligibility Date, and
          (2)  substantially  equal  monthly  installments over five or ten
     years beginning on the Participant's Payment Eligibility Date.
     Notwithstanding the foregoing, if the Distributable  Amount is $25,000
or less, the Distributable Amount shall automatically be distributed in the
form of a cash lump sum on the Participant's Payment Eligibility  Date. The
Participant's  Accounts shall continue to be credited monthly with earnings
pursuant to Section  4.1  of the Plan until all amounts previously credited
to his or her Accounts under the Plan have been distributed.  Distributions
made in installment payments  will be deemed to be made on a pro rata basis
from each Fund in which a Participant's Account is deemed to be invested in
pursuant to Section 3.2.
     For  all  purposes  under  this  Plan,  a  Participant  shall  not  be
considered terminated from employment  if  the Participant remains employed
by  an  Affiliate,  even if employees of such Affiliate  are  not  Eligible
Employees. However, if  the  Participant  is  employed  by an Affiliate and
ceases to be such as a result of a sale or other corporate  reorganization,
such  sale or reorganization shall be treated as termination of  employment
unless immediately following such event and without any break in employment
the Participant  remains  employed  by  Company or another Affiliate or the
former Affiliate assumes all liability for the Participant's benefits under
the Plan.
     (b)  In the case of a Participant who  terminates  employment prior to
attaining at least five (5) years of service or for reasons  other  than  a
long-term  disability  or  death, the Distributable Amount shall be paid to
the Participant in the form of a cash lump sum on the Participant's Payment
Eligibility Date.
6.2 - DISTRIBUTION OF INSURANCE PROCEEDS OR DEATH BENEFIT.
     (a)  In the case of a Participant  who  dies  while  employed  by  the
Company, the following benefits shall be provided:
          (1)  That  portion  of  the  death  benefit of any life insurance
     policy purchased by the Company to insure  the life of the Participant
     and which is subject to a "Split-Dollar Life  Insurance Agreement" (as
     described  herein  (the "Policy")) which is equal  to  two  times  the
     Participant's  Target   Compensation   in   effect  at  the  time  the
     Participant dies (less $50,000), shall be paid  to  the  Participant's
     beneficiary under the Policy by the insurance company which issued the
     Policy.   Any  such Policy shall be subject to certain conditions  set
     forth  in  a  "Split-Dollar  Life  Insurance  Agreement"  between  the
     Participant and  the  Company,  pursuant  to which the Participant may
     designate  a beneficiary with respect to the  portion  of  the  Policy
     proceeds  described  in  the  preceding  sentence  in  the  event  the
     Participant  dies  prior  to  terminating employment with the Company.
     The Participant shall have the  right  to  designate  and  change such
     beneficiary  (which  need  not  be  the Participant's Beneficiary  for
     purposes  of  his or her Deferral Account)  at  any  time  on  a  form
     provided by and  filed with the insurance company.  If no such form is
     on file with the insurance  company, the insurance proceeds designated
     in this paragraph (1) shall be  paid  to the Beneficiary.  The benefit
     payable pursuant to this paragraph (1)  shall  only  be  paid  if  the
     insurance  company  agrees that the Participant is insurable and shall
     be  subject  to  all  conditions  and  exceptions  set  forth  in  the
     applicable insurance policy.  A Participant who is entitled to a death
     benefit pursuant to this  paragraph  (1)  shall not be entitled to any
     other group term life insurance benefits from  the  Company  under any
     other   group-term   life   insurance   plan   other   than   $50,000.
     Notwithstanding  any  provision of this Plan or any other document  to
     the contrary, the Company  shall  not  have  any obligation to pay the
     Participant or his or her beneficiary any amounts  described  in  this
     Section  6.2(a)(1); all such amounts due pursuant to Section 6.2(a)(1)
     shall be payable  solely  from  the  proceeds  of  the Policy, if any.
     Furthermore, the Company is not obligated to maintain  the  Policy; no
     death   benefit   shall  be  payable  hereunder  if  the  Company  has
     discontinued the Policy  for  the Participant.  In addition, no Policy
     shall be allocated to any Account.
          (2)  Participant's  Account   balance   shall   be  paid  to  the
     Beneficiary  in  a lump sum.  If a Participant dies after  terminating
     employment while receiving  installment  payments  of  his/her Account
     balance, the Participant's Account balance will continue to be paid in
     the same form to the Participant's Beneficiary.
     (b)  Upon termination of employment or retirement, a Participant shall
be given 30 days to elect to continue Plan participation with  respect only
to a Death Benefit by filing a Death Benefit Continuation Form provided  by
the  Committee.   If elected, the insurance company will be responsible for
paying the Death Benefit to the Participant's beneficiary (determined under
paragraph (a)(1) above)  as soon as practicable following the Participant's
death.    The  Company's  obligation  to  continue  the  Death  Benefit  is
dependent on the former Employee's  payment  of  all  premiums necessary to
fund  the  Death  Benefit  timely  or  within any written extension  period
granted to the Participant by the Committee.
6.3 - FINANCIAL HARDSHIP WITHDRAWALS.
     Participant shall be permitted to elect to withdraw amounts from their
Accounts prior to termination of employment  with  the  Company  due  to  a
Financial Hardship subject to the following restrictions:
     (a)  The  election  to take a Financial Hardship distribution shall be
made by filing a form provided by and filed with the Committee prior to the
end of any calendar month.
     (b)  The  Committee determines,  in  its  sole  discretion,  that  the
Participant has incurred  a Financial Hardship.
     (c)  The amount  of  the  Financial Hardship distribution shall in all
cases not exceed a reasonable estimate  of the amount needed to satisfy the
Participant's Financial Hardship.
     (d)  The amount described in subsection  (b)  above shall be paid in a
single cash lump sum as soon as practicable after the  end  of the calendar
month  in which the Committee approves the Financial Hardship  distribution
application.
     (e)  If a Participant receives Financial Hardship Distribution, his or
her Compensation  deferrals  shall  be suspended in accordance with Section
3.1(g).
6.4 - SCHEDULED EARLY DISTRIBUTIONS
     Participants may elect to receive  payments  of  Compensation deferred
during a given Plan Year be made on a future designated  payment date while
still  employed  by filing a written election with the Committee,  provided
the payment date is  at  least  three  plan  years  from  the date that the
Compensation  Deferral  Election  Form  applicable  to  such Plan  Year  is
received by the Committee.  A Participant may make one irrevocable election
to postpone such payment date and select a later payment  date  by filing a
written  election with the Committee.  Payment under this Section  will  be
made in a lump sum.  This election shall apply to the Compensation deferred
for the Plan  Year  specified  by  the  Participant  on  his or her payment
election  and  the  earnings  credited thereto until the payment  date.   A
distribution pursuant to this Section  6.4  of  less than the Participant's
entire interest in the Plan shall be made pro rata  from  his  or  her Fund
Subaccounts according to the balances in such Subaccounts.  Notwithstanding
the foregoing, if a Participant terminates employment with the Company  for
any  reason  prior  to  the  date on which a payment is schedule to be made
pursuant to this Section 6.4, the Participant's entire Account balance will
be paid pursuant to the provisions of Section 6.1.
6.5 - INABILITY TO LOCATE PARTICIPANT.
     In the event that the Committee  is  unable to locate a Participant or
Beneficiary   within   two  years  following  the   Participant's   Payment
Eligibility  Date,  the amount  allocated  to  the  Participant's  Deferral
Account and Company Contribution Amounts shall be forfeited. If, after such
forfeiture, the Participant  or Beneficiary later claims such benefit prior
to the expiration of a ten year  period,  such  benefit shall be reinstated
without interest or earnings.
6.6 - TRUST.
     (a)  The Company shall cause the payment of  benefits  under this Plan
(excluding amounts described in Section 6.2(a)(1)) to be made  in  whole or
in  part  by the Trustee of the Trust (the "Trust") in accordance with  the
provisions  of  this Section 6.6. The Company shall contribute to the Trust
for each Participant  an  amount  equal  to  the  amount  deferred  by  the
Participant  for  the  Plan  Year.   Contributions  shall  be  made no less
frequently than on a monthly basis.
     (b)  The Committee shall direct the Trustee to pay the Participant  or
his  Beneficiary  at  the  time  and  in  the amount described in Article 6
(excluding  amounts  described  in Section 6.2(a)(1)).  In  the  event  the
amounts held under the Trust are  not sufficient to provide the full amount
(excluding  amounts  described  in  Section   6.2(a)(1))   payable  to  the
Participant, the Company shall pay for the remainder of such  amount at the
time   set   forth   in   Article   6   (excluding   amounts  described  in
Section 6.2(a)(1)).

                                   6




                             ARTICLE 7
                          ADMINISTRATION
7.1 - COMMITTEE.
     A Committee shall be appointed by, and serve at the  pleasure  of, the
Board of Directors. The number of members comprising the Committee shall be
determined  by  the  Board  which  may from time to time vary the number of
members.  A member of the Committee may  resign  by  delivering  a  written
notice of resignation  to  the  Board.  The  Board may remove any member by
delivering a certified copy of its resolution  of  removal  to such member.
Upon his or her termination of employment with the Company, a  person shall
automatically cease being a Committee member.  Vacancies in the  membership
of the Committee shall be filled promptly by the Board.
7.2 - COMMITTEE ACTION.
     The Committee shall act at meetings by affirmative vote of a  majority
of  the  members  of  the Committee. Any action permitted to be taken at  a
meeting may be taken without  a meeting if, prior to such action, a written
consent to the action is signed  by  all  members of the Committee and such
written  consent  is  filed  with the minutes of  the  proceedings  of  the
Committee. A member of the Committee  shall not vote or act upon any matter
which relates solely to himself or herself  as  a Participant. The Chairman
or any other member or members of the Committee designated  by the Chairman
may  execute  any certificate or other written direction on behalf  of  the
Committee.  Notwithstanding  the  foregoing,  the  Committee  may  delegate
specific functions or duties to a specific Committee member or members.
7.3 - POWERS AND DUTIES OF THE COMMITTEE.
     (a)  The  Committee  shall  enforce  the  Plan  in accordance with its
terms, shall be charged with the general administration  of  the  Plan, and
shall have all powers necessary to accomplish its purposes, including,  but
not by way of limitation, the following:
          (1)  To  select  the  funds  or  contracts  to  be  the  Funds in
     accordance  with  Section  3.2(b) and to select Policies under Section
     6.2(a)(1);
          (2) To construe and interpret  the  terms  and provisions of this
     Plan  and  to  remedy  any  ambiguities, omissions or  inconsistencies
     contained therein;
          (3) To compute and certify  to  the  amount  and kind of benefits
     payable to Participants and their Beneficiaries;
          (4)  To  maintain  all  records  that  may be necessary  for  the
     administration of the Plan;
          (5)  To  provide for the disclosure of all  information  and  the
     filing or provision  of  all  reports  and statements to Participants,
     Beneficiaries or governmental agencies as shall be required by law;
          (6)  To promulgate, administer and enforce  such  rules  for  the
     regulation  of  the  Plan and procedures for the administration of the
     Plan as are not inconsistent with the terms hereof;
          (7) To appoint a  plan  administrator  or any other agent, and to
     delegate  to  them  such  powers  and  duties in connection  with  the
     administration of the Plan as the Committee  may  from  time  to  time
     prescribe; and
          (8)  To  take  all  actions  set  forth  in  the Trust agreement,
     including determining whether to hold or discontinue the Policies.
7.4 - CONSTRUCTION AND INTERPRETATION.
     The Committee shall have full discretion to construe and interpret the
terms  and  provisions of this Plan, which interpretation  or  construction
shall be final  and binding on all parties, including but not limited to an
Affiliate or any Participant or Beneficiary. The Committee shall administer
such terms and provisions  of  the Plan in accordance with any and all laws
applicable to the Plan.
7.5 - INFORMATION.
     To enable the Committee to  perform  its  functions, the Company shall
supply full and timely information to the Committee on all matters relating
to  the Compensation of all Participants, their death  or  other  cause  of
termination, and such other pertinent facts as the Committee may require.
7.6 - COMPENSATION, EXPENSES AND INDEMNITY.
     (a)  The members of the Committee shall serve without compensation for
their services hereunder.
     (b)  The  Committee  is  authorized  at  the expense of the Company to
employ  such  legal  counsel  as it may deem advisable  to  assist  in  the
performance of its duties hereunder.  Expenses  and fees in connection with
the administration of the Plan shall be paid by the  Company, to the extent
that the Committee does not authorize payment from the Trust.
     (c)  To  the  extent  permitted by applicable law, the  Company  shall
indemnify and save harmless  the  Committee  and  each  member thereof, the
Board of Directors and any delegate of the Committee who  is an employee of
the Company against any and all expenses, liabilities and claims, including
legal  fees  to defend against such liabilities and claims arising  out  of
their discharge  in good faith of responsibilities under or incident to the
Plan,  other  than  expenses   and   liabilities  arising  out  of  willful
misconduct. This indemnity shall not preclude  such  further indemnities as
may be available under insurance purchased by the Company  or  provided  by
the  Company  under  any bylaw, agreement or otherwise, as such indemnities
are permitted under applicable law.
7.7 - QUARTERLY STATEMENTS.
     Under procedures  established  by  the  Committee, a Participant shall
receive  a  statement  with  respect to such Participant's  Accounts  on  a
quarterly  basis as soon as practicable  after  each  March  31,  June  30,
September 30 and December 31.
7.8 - DISPUTES.
     (a)  CLAIM.
     A person  who  believes  that  he  or she is being denied a benefit to
which he or she is entitled under this Agreement  (hereinafter  referred to
as  "Claimant")  may  file  a  written  request  for  such benefit with the
Committee, setting forth his or her claim.
     (b)  CLAIM DECISION.
     Upon receipt of a claim, the Committee shall advise  the Claimant that
a  reply  will be forthcoming within ninety (90) days and shall,  in  fact,
deliver such  reply  within such period. The Committee may, however, extend
the  reply  period  for  an   additional   ninety  (90)  days  for  special
circumstances.
     If the claim is denied in whole or in part, the Committee shall inform
the Claimant in writing, using language calculated  to be understood by the
Claimant,  setting  forth:  (1) the specified reason or  reasons  for  such
denial; (2) the specific reference  to  pertinent provisions of the Plan or
Plan  rules  on  which  such denial is based;  (3)  a  description  of  any
additional material or information  necessary  for  the Claimant to perfect
his or her claim and an explanation why such material  or  such information
is necessary; (4) appropriate information as to the steps to  be  taken  if
the Claimant wishes to submit the claim for review; and (5) the time limits
for requesting a review under subsection (c).
     (c)  REQUEST FOR REVIEW.
     Within  sixty  (60)  days  after  the  receipt  by the Claimant of the
written opinion described above, the Claimant may request  in  writing that
the Company review the determination of the Committee. Such request must be
addressed to the Secretary of the Company, at its then principal  place  of
business.  The  Claimant  or his or her duly authorized representative may,
but need not, review the pertinent documents and submit issues and comments
in writing for consideration  by  the  Company.   If  the Claimant does not
request  a review within such sixty (60) day period, he  or  she  shall  be
barred and estopped from challenging the Company's determination.
     (d)  REVIEW OF DECISION.
     Within  sixty  (60)  days after the Company's receipt of a request for
review, after considering all  materials  presented  by  the  Claimant, the
Company  will inform the Participant in writing, in a manner calculated  to
be understood  by  the Claimant, of its decision setting forth the specific
reasons  for  the  decision  and  containing  specific  references  to  the
pertinent provisions  of  the  Plan  or Plan rules on which the decision is
based. If special circumstances require that the sixty (60) day time period
be  extended,  the  Company so notify the  Claimant  and  will  render  the
decision as soon as possible,  but  no  later than one hundred twenty (120)
days after receipt of the request for review.

                                   7




                             ARTICLE 8
                           MISCELLANEOUS

8.1 - UNSECURED GENERAL CREDITOR.

     Participants and their Beneficiaries,  heirs,  successors, and assigns
shall  have  no  legal  or  equitable  rights, claims, or interest  in  any
specific property or assets of the Company.  No assets of the Company shall
be held under any trust (other than the Trust),  or  held  in  any  way  as
collateral  security  for  the fulfilling of the obligations of the Company
under this Plan.  Except as  provided  in  the  Trust,  any  and all of the
Company's  assets  relating  to the Plan shall be, and remain, the  general
unpledged, unrestricted assets  of  the  Company.  The Company's obligation
under the Plan shall be merely that of an unfunded and unsecured promise of
the Company to pay money in the future, and the rights  of the Participants
and  Beneficiaries  shall  be  no  greater than those of unsecured  general
creditors.  It is the intention of the  Company  that  this  Plan  (and the
Trust) be unfunded for purposes of the Code and for purposes of Title  I of
ERISA.

8.2 - RESTRICTION AGAINST ASSIGNMENT.

     The Company shall pay all amounts payable hereunder only to the person
or  persons  designated  by  the  Plan  and  not  to  any  other  person or
corporation.  No  part of a Participant's Accounts shall be liable for  the
debts,  contracts,  or   engagements   of   any  Participant,  his  or  her
Beneficiary, or successors in interest.  Except  as  may  be  required by a
qualified domestic relations order, a Participant's Accounts shall  not  be
subject  to  execution  by levy, attachment, or garnishment or by any other
legal or equitable proceeding.  A Participant or Beneficiary shall not have
any  right  to  alienate,  anticipate,  sell,  transfer,  commute,  pledge,
encumber,  or assign any benefits  or  payments  hereunder  in  any  manner
whatsoever.  If  any  Participant,  Beneficiary or successor in interest is
adjudicated bankrupt or purports to anticipate,  alienate,  sell, transfer,
commute,  assign,  pledge, encumber or charge any distribution  or  payment
from  the  Plan,  voluntarily  or  involuntarily,  the  Committee,  in  its
discretion, may cancel  such  distribution or payment (or any part thereof)
to  or for the benefit of such Participant,  Beneficiary  or  successor  in
interest in such manner as is consistent with applicable law.

8.3 - WITHHOLDING.

     There shall be deducted from each payment made under the Plan or Trust
or any  other  Compensation payable to the Participant (or Beneficiary) all
taxes which are  required  to be withheld by the Company in respect to such
payment or this Plan. The Company  shall  have  the  right  to  reduce  any
payment  (or  Compensation) by the amount of cash sufficient to provide the
amount of said taxes.

8.4 - AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.

     The Board  of  Directors  may  amend, modify, suspend or terminate the
Plan in whole or in part by adopting  a  written instrument, except that no
amendment,  modification,  suspension  or  termination   shall   have   any
retroactive  effect  to  reduce  any  amounts  allocated to a Participant's
Deferral Account (neither the Policies themselves,  nor  the  death benefit
described  in  Section 6.2(a)(1) shall be treated as allocated to  Deferral
Accounts). In addition,  the  Committee has the right to amend Sections 3.2
or 6.2(a)(1) and any other Plan provision (subject to the limitation in the
preceding sentence) as long as  any such amendment does not have a material
increase in the costs incurred by  the Company in connection with the Plan.
In  the event that this Plan is terminated,  the  amounts  allocated  to  a
Participant's  Accounts  shall be distributed to the Participant or, in the
event of his or her death,  his or her Beneficiary in a lump sum as soon as
practicable following the date of termination.

8.5 - GOVERNING LAW.

     This Plan shall be construed,  governed and administered in accordance
with the laws of the State of New York,  without  regard to its conflict of
law provisions and except to the extent that its laws  are preempted by the
laws of the United States of America.

8.6 - RECEIPT OR RELEASE.

     Any  payment  to  a  Participant  or the Participant's Beneficiary  in
accordance with the provisions of the Plan shall, to the extent thereof, be
in full satisfaction of all claims against  the  Committee and the Company.
The Committee may require such Participant or Beneficiary,  as  a condition
precedent to such payment, to execute a receipt and release to such effect.

8.7 - NOTICES.

     All notices or other communications by a Participant to the Company in
connection  with  the  Plan  shall  be deemed to have been duly given  when
received by the Secretary of the Company  or by any other person designated
by the Company for the receipt of such notices  or other communications, in
the form and at the location specified by the Company.

8.8 - HEADINGS AND GENDER.

     The  headings  to  sections  in  the  Plan  have  been   included  for
convenience  of  reference  only.  The masculine pronoun shall include  the
feminine and the singular the  plural,  whenever  appropriate.   Except  as
otherwise expressly indicated, all references to sections in the Plan shall
be to sections of the Plan.

8.9 - PLAN NOT A CONTRACT OF EMPLOYMENT.

     The   Plan   does   not   constitute  a  contract  of  employment  and
participation  in  the  Plan  does  not   give  any  Eligible  Employee  or
Participant the right to be retained in the  employ  of  the  Company or an
Affiliate  nor  give  any person a right or claim to any benefit under  the
Plan, unless such right  or  claim has specifically accrued under the terms
of the Plan.

8.10 - CONSTRUED AS A WHOLE.

     The provisions of the Plan  shall  be  construed  as  a  whole in such
manner  as  to carry out the provisions thereof and shall not be  construed
separately without relation to the context.

8.11 - SEVERABILITY.

     If any provision of this Plan unrelated to its status under Title I of
ERISA as an unfunded  plan  maintained  for a select group of management or
highly compensated employees is held to be  invalid  or  unenforceable by a
court of competent jurisdiction, such holding shall not impact the validity
or enforceability of the remaining provisions of the Plan.



                                                      EXHIBIT 4.2




















              AVNET DEFERRED COMPENSATION RABBI TRUST







              AVNET DEFERRED COMPENSATION RABBI TRUST

                         TABLE OF CONTENTS



                                                             PAGE


ARTICLE 1 - TITLE AND DEFINITIONS.............................  3
     Section 1.1 Title.   3
     Section 1.2 Definitions.   3

ARTICLE 2 - ADMINISTRATION   4
     Section 2.1 Trustee Responsibility.   4
     Section 2.2 Maintenance of Records.   4

ARTICLE 3  - FUNDING..........................................  5
     Section 3.1 Contributions.   5
     Section 3.2 Subtrusts.   6

ARTICLE 4 - PAYMENTS FROM TRUST FUND   8
     Section 4.1 Payments to Trust Beneficiaries.   8
     Section   4.2   Trustee   Responsibility  Regarding  Payments   to   Trust
          Beneficiaries
               When the Company is Insolvent.  10
     Section 4.3 Payments to the Company.  11
     Section 4.4 Trustee Compensation  and  Expenses:  Other Fees and Expenses.
          11
     Section 4.5 Taxes.  12
     Section 4.6 Alienation.  12
     Section 4.7 Disputes.  13

ARTICLE 5 - INVESTMENT OF TRUST ASSETS  14
     Section 5.1 Investment of Subtrust Assets.  14
     Section 5.2 Disposition of Income.  14

ARTICLE 6 - TRUSTEE  15
     Section 6.1 General Powers and Duties.  15
     Section 6.2 Records.  17
     Section 6.3 Third Persons.  18
     Section 6.4 Limitation on Obligation of Trustee.  18

ARTICLE 7 - RESIGNATION AND REMOVAL OF TRUSTEE  19
     Section 7.1 Method and Procedure.  19

ARTICLE 8 - AMENDMENT AND TERMINATION  21
     Section 8.1 Amendments.  21
     Section 8.2 Duration and Termination.  22
     Section 8.3 Distribution upon Termination.  22

ARTICLE 9 - MISCELLANEOUS  23
     Section 9.1 Limitation on Participants' Rights.  23
     Section 9.2 Receipt or Release.  23
     Section 9.3 Governing Law.  24
     Section 9.4 Headings. etc., No Part of Agreement.  24
     Section 9.5 Instrument in Counterparts.  24
     Section 9.6 Successors and Assigns.  25
     Section 9.7 Indemnity.  25

                                 i




         AVNET DEFERRED COMPENSATION RABBI TRUST AGREEMENT



     This Trust Agreement made and entered into this 29th  day  of January,

1998,  by  and  between  Avnet,  Inc., a New York corporation  (hereinafter

called the "Company") and First American  Trust Company (hereinafter called

"Trustee"),  evidences the terms of a trust  for  the  benefit  of  certain

employees, former employees and their designated beneficiaries (hereinafter

collectively called  "Trust Beneficiaries") who will be entitled to receive

benefits under the Avnet Deferred Compensation Plan ("Plan").

     This Trust is intended  to be a grantor trust, of which the Company is

the grantor, within the meaning of subpart E, part I, subchapter J, Chapter

l, subtitle A of the Internal Revenue Code of 1986, as amended (the "Code")

and exempt from the fiduciary  provisions  of  part  4  of  Title  I of the

Employee Retirement Income Security Act of 1974, as amended ("ERISA").

                        W I T N E S E T H:

     WHEREAS,   the  Company  wishes  to  establish  an  irrevocable  trust

(hereinafter called the "Trust") and to transfer to the Trust assets, which

shall be held therein,  subject to the claims of the Company's creditors in

the event of the Company's  Insolvency  (as  defined herein), until paid to

the Trust Beneficiaries (as defined herein) as  benefits in such manner and

at such times as required hereunder;

     WHEREAS,  it is the intention of the parties  that  this  Trust  shall

constitute an unfunded  arrangement  and shall not affect the status of the

Plan as an unfunded plan maintained for  the  purpose of providing deferred

compensation  for  a  select  group  of  management or  highly  compensated

employees for purposes of Title I of ERISA;

     NOW, THEREFORE, it is mutually understood and agreed as follows:


                                 1




                             ARTICLE 1

                       TITLE AND DEFINITIONSSECTION 1.1 TITLE.
This  Trust  Agreement shall be known as the  Avnet  Deferred  Compensation

Rabbi Trust.

SECTION 1.2 DEFINITIONS.
     The following  words,  when  used in this Trust Agreement with initial

letter capitalized, shall have the meanings set forth below:

     "Employer" shall mean the Company  and  any successor corporations. It

shall  also  include  each other entity under common  control  (within  the

meaning of Sections 414(b)  or  (c)  the Code) with Company if the Board of

Directors or the Committee designates that such entity shall participate in

the Plan.

     "General Fund" shall mean that portion  of the Trust fund which is not

allocated to a Subtrust.

     "Plan"  shall mean the Avnet Deferred Compensation  Plan,  as  amended

from time to time.

     "Subtrust"   shall   mean   a  separate  subtrust  established  for  a

Participant pursuant to Section 3.2.

     Capitalized terms not defined  above  shall  be  defined in accordance

with the Plan.



                                 2




                             ARTICLE 2

                          ADMINISTRATION

SECTION 2.1 TRUSTEE RESPONSIBILITY.
     By its acceptance of this Trust, Trustee agrees to make payments under

this Trust to Trust Beneficiaries in accordance with the provisions of this

Trust Agreement.

SECTION 2.2 MAINTENANCE OF RECORDS.
     The Committee shall have the duty and responsibility  to  maintain all

individual  Trust  Beneficiary records and to prepare and file all  reports

and other information  required  by  any federal or state law or regulation

relating  to  the  Trust  and  the  Trust assets,  except  for  those  laws

regulating the business of the Trustee (E.G., banking and trust powers).



                                 3




                             ARTICLE 3

                              FUNDING

SECTION 3.1 CONTRIBUTIONS.
     (a)  The Company hereby deposits  with the Trustee in trust the sum of

$100.00 to be held in the General Fund of the Trust.

     (b)  The Company shall contribute to  the Trust an amount equal to the

amount deferred by each Participant under the  Plan. The Company shall also

contribute cash to the Trust in an amount approximately  equal to the "cost

of  insurance"  (as  defined  in  the  Policies) needed to fund  the  death

benefits described in Section 6.2(a)(1)  or  6.2(b)  of  the Plan; provided

that  such  obligation  shall  not  apply with respect to a Policy  if  the

Committee has directed the Trustee to discontinue the Policy. The Committee

may direct the Trustee to discontinue  the  Policy  for any reason, without

regard to whether Section 6.2(a)(1) or 6.2(b) of the  Plan  is  in  effect,

whether the Participant is employed or otherwise.

     (c)  Except  as  provided otherwise herein, all contributions received

pursuant to (a) and (b)  above,  together with the income therefrom and any

increment thereon, shall be held,  managed and administered by Trustee as a

single  Trust  pursuant  to  the  terms of  this  Trust  Agreement  without

distinction between principal and income.

     (d)  The principal of the Trust,  and  any  earnings  thereon shall be

held  separate  and  apart  from other funds of Company and shall  be  used

exclusively for the uses and  purposes  of  Trust Beneficiaries and general

creditors  as  herein set forth. Trust Beneficiaries  shall  not  have  any

preferred claim  on, or any beneficial ownership interest in, any assets of

the Trust prior to  the time such assets are paid to them as provided under

the terms of the Plan,  and  all  rights created under this Trust Agreement

shall   be  mere  unsecured  contractual   rights   of   Participants   and

Beneficiaries  against  the  Company or Trust. Any assets held by the Trust

will be subject to the claims  of Company's general creditors under federal

and state law in the event of Insolvency,  as  defined  in  Section  4.2(a)

herein.

SECTION 3.2 SUBTRUSTS.
     (a)  If  directed  by  the  Committee,  the  Trustee shall establish a

separate  Subtrust  for  a  Participant  and  credit  the  amount  of  such

contribution to that Participant's Subtrust. Each Subtrust shall reflect an

individual interest in the assets of the Trust fund and  shall  not require

any segregation of particular assets.

     (b)  Following  the  allocation  of  assets  to Subtrusts pursuant  to

Section 3.2(a), the Trustee shall allocate investment  earnings  and losses

of  the  Trust  fund  among  the  Subtrusts in accordance with Section 5.2.

Payments to general creditors pursuant  to  Section  4.2  hereof  shall  be

charged   against   the   Subtrusts  in  proportion  to  the  corresponding

Participants' Account balances,  except  that  the  payment  of benefits on

behalf  of  a  Participant  shall  be  charged  only  against  the Subtrust

established or maintained for such Participant.

     (c)  Amounts allocated to a Participant's Subtrust may not be utilized

to   pay   benefits  to  another  Participant  or  Beneficiary  of  another

Participant.  Following payment of a Participant's entire benefit under the

Plan (whether by  the Trustee pursuant to the terms of this Trust Agreement

or by the Company or  by  a  combination  thereof),  any  amounts remaining

allocated to that Participant's Subtrust (and any Policy held  with respect

to such Participant) shall be transferred by the Trustee to the Company. In

lieu  of  transferring the Policy, the Committee may direct the Trustee  to

designate a  new beneficiary (which may be the Company) under the Policy or

cash in the applicable Policy and transfer the proceeds to the Company.



                                 4




                             ARTICLE 4

                     PAYMENTS FROM TRUST FUND

SECTION 4.1 PAYMENTS TO TRUST BENEFICIARIES.

     (a)  The  Committee shall direct the Trustee to pay (or to commence to

pay) to a Participant  (or,  in the case of the Participant's death, to the

Participant's Beneficiary) the  benefit,  excluding  amounts  described  in

Section  6.2(a)(1) or 6.2(b) of the Plan, payable to such Participant under

the Plan (the  "Benefit  Amount")  as  soon  as  practicable  following the

Participant's  Payment  Eligibility  Date  (as  defined  in  the Plan).  If

Subtrusts  are established, the Trustee shall make such payment  only  from

funds allocated to the Participant's Subtrust plus, to the extent that less

than 100% of  a  Participant's  Deferral Account is held in a Subtrust, the

General Fund, if any.

     (b)  The Committee shall have  full  authority  and  responsibility to

determine the correct time and amount of payment of the Benefit  Amount. In

making such determination, the Committee shall be governed by the  terms of

the Plan and this Trust Agreement.

     (c)  Any  obligation  to  a Participant's Beneficiary under this Trust

Agreement is also an obligation  of the Company to the extent not paid from

the  Trust.  Accordingly,  to  the extent  payments  to  a  Participant  or

Beneficiary are discontinued pursuant  to Section 4.2, the Company shall be

obligated  to  pay the Participant or Beneficiary  the  same  amount  (plus

applicable interest  from  its general fund). If the amount credited to the

Trust (or a Subtrust if applicable)  is  not sufficient to make the payment

of the Benefit Amount to a Participant or  Participant or Trust Beneficiary

in accordance with the determination by the  Committee,  the Company agrees

that  it  shall  make  the  balance  of  such payment. Notwithstanding  the

foregoing, neither the Trustee nor the Company shall have any obligation to

pay  any  amounts described in Section 6.2(a)(1)  of  the  Plan;  all  such

amounts shall be payable solely from the proceeds of the Policy, if any.

     (d)  Unless  a  Participant  or Beneficiary furnishes documentation in

form and substance satisfactory to  Trustee that no withholding is required

with respect to a payment of benefits  from the Trust, Trustee shall deduct

from any such Benefit Payment any federal, state or local taxes required by

law to be withheld by Trustee and shall  be  responsible  for  payment  and

reporting of such withheld taxes to the appropriate taxing authorities. The

Trustee shall inform the Company of the amounts so remitted.

     (e)  Trustee  shall provide the Company and the Committee with written

confirmation of the  fact  and  time  of  any  payment hereunder within ten

business days after making any payment to a Trust Beneficiary.

     (f)  Following  payment of a Participant's entire  benefit  under  the

Plan (whether by the Trustee  pursuant to the terms of this Trust Agreement

or by the Company or by a combination  thereof),  the Trustee shall, at the

direction of the Committee, either (1) transfer ownership of the applicable

Policy  to  the  Company,  (2)  designate a new beneficiary  named  by  the

Committee (which may include the  Company),  or  (3) cash in the applicable

Policy  and  transfer the proceeds to the Company. In  addition,  any  cash

previously received with respect to such Policy not used to pay benefits to

the Participant shall be transferred to the Company.

SECTION   4.2  TRUSTEE   RESPONSIBILITY   REGARDING   PAYMENTS   TO   TRUST
          BENEFICIARIES WHEN THE COMPANY IS INSOLVENT.

     (a)  The  Company shall be considered "Insolvent" for purposes of this

Trust Agreement  if  (i)  the  Company  is  unable to pay its debts as they

become due, or (ii) is subject to a pending proceeding  as  a  debtor under

the United States Bankruptcy Code.

     (b)  At  all times during the continuance of the Trust, the  principal

and income of the  Trust shall be subject to claims of general creditors of

the Company as hereinafter  set  forth,  and at any time Trustee has actual

knowledge, or has determined, that the Company  is Insolvent, Trustee shall

deliver any undistributed principal and income in the Trust to satisfy such

claims  as  a  court  of  competent jurisdiction may direct.  The  Company,

through its Board of Directors  or  any  of  its  executive officers, shall

advise Trustee promptly in writing of the Company's  Insolvency. If Trustee

receives  such notice, or otherwise receives written notice  from  a  third

party  which   Trustee,   in   its  sole  discretion,  deems  reliable  and

responsible, Trustee shall discontinue  payments  to  Trust  Beneficiaries,

shall  hold  the  Trust  assets  for  the  benefit of the Company's general

creditors, and shall resume payments to Trust  Beneficiaries  in accordance

with Section 4.1 of this Trust Agreement only after Trustee has  determined

that the Company is not Insolvent or is no longer Insolvent. Unless Trustee

has  actual  knowledge  of  the Company's Insolvency or has received notice

from  the  Company or a third party  alleging  the  Company  is  Insolvent,

Trustee shall  have  no  duty  to inquire whether the Company is Insolvent.

Trustee may in all events rely on  such evidence concerning the solvency of

the  Company  as may be furnished to Trustee  which  will  give  Trustee  a

reasonable basis  for  making  a  determination  concerning  its  solvency.

Nothing  in  this  Trust Agreement shall in any way diminish any rights  of

Participants or Beneficiaries  to  pursue their rights as general creditors

of the Company with respect to benefits payable hereunder or otherwise.

     (c)  If  Trustee discontinues payments  of  benefits  from  the  Trust

pursuant to Section  4.2(b)  and  subsequently  resumes  such payments, the

first  payment  following such discontinuance shall include  the  aggregate

amount of all payments  which  would  have been made to Trust Beneficiaries

together  with  interest  at  the  Applicable   (Short-Term)  Federal  Rate

compounded  monthly  on  the  amount  delayed  during the  period  of  such

discontinuance,  less  the  aggregate  amount  of payments  made  to  Trust

Beneficiaries by the Company in lieu of the payments provided for hereunder

during any such period of discontinuance.

SECTION 4.3 PAYMENTS TO THE COMPANY.

     Except  as provided in Sections 3.2(c), 4.1(f)  or  4.2,  the  Company

shall have no  right or power to direct Trustee to return to the Company or

to divert to others  any of the Trust assets before the Trust is terminated

pursuant to Section 8.2.

SECTION 4.4 TRUSTEE COMPENSATION AND EXPENSES: OTHER FEES AND EXPENSES.

     The Company shall pay the Trustee such reasonable compensation for its

services as shall be agreed  upon  from  time  to  time  by the Company and

Trustee,  and Trustee shall be reimbursed by the Company for  its  expenses

that are reasonably  necessary  and  incident  to its administration of the

Trust. Following reasonable consultation with the  Company,  such  expenses

shall  include  reasonable  fees  of  counsel  and  other advisors, if any,

incurred by Trustee (with the prior written consent of  the  Company, which

consent shall not be unreasonably withheld) for the purpose of  determining

its responsibilities under the Trust. Such compensation, expenses  or fees,

as  well as all other administrative fees and expenses, shall be paid  from

Trust assets unless paid directly by the Company.

SECTION 4.5 TAXES.
     Trustee  shall  not  be  personally  liable  for any real and personal

property taxes, income taxes and other taxes of any kind levied or assessed

under  the  existing or future laws against the Trust  assets.  Such  taxes

shall be paid directly from the Trust assets unless paid by the Company, in

the discretion of the Company.

SECTION 4.6 ALIENATION.
     Except as  required  by  a  qualified  domestic  relations  order, the

benefits,  proceeds,  payments  or  claims of Participants or Beneficiaries

payable  from  the Trust assets shall not  be  subject  in  any  manner  to

anticipation, alienation,  sale, transfer, assignment, pledge, encumbrance,

charge, garnishment, execution  or  levy  of  any kind, either voluntary or

involuntary. Any attempt to anticipate, alienate,  sell,  transfer, assign,

pledge, encumber, garnish, levy or otherwise dispose of or execute upon any

right or benefits payable hereunder shall be void. The Trust  assets  shall

not  in  any  manner  be  liable  for  or  subject to the debts, contracts,

liabilities,  engagements  or torts of any Trust  Beneficiary  entitled  to

benefits hereunder and such  benefits  shall  not be considered an asset of

Trust Beneficiary in the event of his insolvency or bankruptcy.

SECTION 4.7 DISPUTES.
     All  disputes,  other  than  disputes  between  the  Trustee  and  the

Committee or Company, shall be resolved in accordance  with  Section 7.8 of

the Plan.



                                 5




                             ARTICLE 5

                    INVESTMENT OF TRUST ASSETS

SECTION 5.1 INVESTMENT OF SUBTRUST ASSETS.
     The Trustee shall invest and manage the assets of the Trust  (and each

Subtrust, if any) in accordance with written directions from the Committee.

SECTION 5.2 DISPOSITION OF INCOME.
     All income received by the Trust shall be reinvested. Any income  that

is  attributable  to  the  amount credited to a Subtrust in accordance with

Section 3.2, and income thereon,  shall  be  credited  to such Subtrust and

reinvested.



                                 6




                             ARTICLE 6
                              TRUSTEE
SECTION 6.1 GENERAL POWERS AND DUTIES.
     Subject  to  written  directions  from  the  Committee  regarding  the

investment  of  Trust  assets,  Trustee,  on behalf of Trust Beneficiaries,

shall have all powers necessary to administer the Trust, including, but not

by way of limitation, the following powers  in  addition to other powers as

are set forth herein or conferred by law:

          (a) To hold, invest and reinvest the principal  or  income of the

     Trust in bonds, common or preferred stock, other securities,  or other

     personal,  real  or  mixed  tangible or intangible property (including

     investment in deposits with Trustee  which  bear a reasonable interest

     rate,  including  without  limitation  investments  in  trust  savings

     accounts,  certificates  of  deposit,  time  certificates  or  similar

     investments or deposits maintained by the Trustee);

          (b) To hold, invest and reinvest the  principal  or income of the

     Trust in the Policies, direct investments under the Policies  and take

     any  other action regarding the Policies, as specifically directed  by

     the Committee (including those specified by Sections 3.1(b), 3.2(c) or

     4.1(f))  and to enter into split dollar life insurance agreements with

     Participants   pursuant  to  which  each  Participant  designates  the

     beneficiary to receive  the portion of the death benefits described in

     Section 6.2(a)(1) or 6.2(b) of the Plan;

          (c) If (i) directed  by the Company or Committee to discontinue a

     Policy or (ii) notified by the Committee or Company that a Participant

     has  terminated  employment  for   a   reason  other  than  death,  to

     immediately notify the insurance company  that  no  death benefits are

     payable to the beneficiaries of the applicable Participant  under  the

     Policy  (and  that neither the Participant nor his beneficiary has any

     rights under the  Policy or the benefits under the Policy) and to file

     a new beneficiary designation  with  the  Insurance Company naming the

     Trust as beneficiary, unless directed by the  Committee to cash in the

     Policy;

          (d)  To  pay and provide for the payment of  all  reasonable  and

     necessary expenses  of administering the affairs of the Trust, subject

     to reimbursement of such  expenses  within  30  days by the Company in

     accordance with Section 4.4;

          (e) To pay and provide for the payment of all  benefits  to Trust

     Beneficiaries   in  accordance  with  the  provisions  of  this  Trust

     Agreement;

          (f) To retain noninterest bearing deposits or a cash balance with

     Trustee of so much of the funds as may be determined to be temporarily

     held awaiting investment or payment of benefits or expenses;

          (g) To compromise,  arbitrate or otherwise adjust claims in favor

     of  or  against the Trust and  to  institute,  compromise  and  defend

     actions and proceedings;

          (h)  To  vote  any  stock,  bonds  or  other  securities  of  any

     corporation  or  other  issuer  at  any  time  held  in  the Trust; to

     otherwise  consent  to or request any action on the part of  any  such

     corporation or other  issuer;  to  give  general or special proxies or

     powers  of  attorney,  with  or  without  power  of  substitution;  to

     participate  in  any reorganization, recapitalization,  consolidation,

     merger or similar  transaction  with  respect to such stocks, bonds or

     other securities and to deposit such stocks, bonds or other securities

     in any voting trust, or with any protective or like committee, or with

     a trustee, or with the depositaries designated  thereby;  to  exercise

     any  subscription  rights  and conversion privileges; and to generally

     exercise any of the powers of  an  owner  with  respect to the stocks,

     bonds or other securities or properties in the Trust; and

          (i) Generally, to do all such acts, execute all such instruments,

     take all such proceedings, and exercise all such rights and privileges

     with  relation to the property constituting the Trust  as  if  Trustee

     were the absolute owner thereof.

SECTION 6.2 RECORDS.
     Trustee  shall  keep  a  full,  accurate  and  detailed  record of all

transactions  of  the  Trust  which  the Committee shall have the right  to

examine at any time during Trustee's regular business hours. Within 90 days

after the close of each calendar year  and within 15 days after the removal

or  resignation  of  Trustee, Trustee shall  furnish  the  Company  with  a

statement of account with  respect  to  the  Trust.  This account shall set

forth all receipts, disbursements and other transactions  (including  sales

and  purchases)  effected by Trustee during said year (or until its removal

or resignation), shall show the investments at the end of the year (or date

of removal or resignation),  including  the  cost  and fair market value of

each item, and the amounts allocated to each Subtrust.

SECTION 6.3 THIRD PERSONS.
     A third person dealing with Trustee shall not be  required to make any

inquiry as to whether the Company or the Committee has instructed  Trustee,

or  Trustee is otherwise authorized, to take or omit any action, and  shall

not be  required  to  follow  the  application  by  Trustee of any money or

property which may be paid or delivered to Trustee.

SECTION 6.4 LIMITATION ON OBLIGATION OF TRUSTEE.
     Trustee shall have no responsibility for the validity  of  the Plan or

of  the  Trust  and does not guarantee the payment of any amount which  may

become payable to any Trust Beneficiary under the terms hereof.



                                 7




                             ARTICLE 7

                RESIGNATION AND REMOVAL OF TRUSTEE

SECTION 7.1 METHOD AND PROCEDURE.
     (a)  Trustee  may  resign  at  any time by delivering to the Company a

written notice of resignation, to take  effect on a date specified therein,

which shall be not less than 30 days after  the  delivery  thereof,  unless

such notice shall be waived.

     (b)  The  Company  may  remove  Trustee  at  any time by delivering to

Trustee a written notice of removal, to take effect  on  a  date  specified

therein,  which  shall be not less than 30 days after the delivery thereof,

unless such notice shall be waived.

     (c)  In case  of  the resignation or removal of Trustee, Trustee shall

have a right to a settlement  of  its  accounts,  which may be made, at the

option  of  Trustee,  either  (1)  by a judicial settlement  in  an  action

instituted by Trustee in a court of  competent  jurisdiction,  or (2) by an

agreement of settlement between Trustee and the Company.

     (d)  Upon  such  settlement,  all  right,  title and interest of  such

Trustee in the assets of the Trust, and all rights and privileges under the

Trust  theretofore  vested  in  such Trustee shall vest  in  the  successor

Trustee, and thereupon all liabilities  of  such  Trustee  shall terminate;

provided, however, that Trustee shall execute, acknowledge and  deliver all

documents  and  written  instruments  which  are necessary to transfer  and

convey all the right, title and interest in the  assets  of  the Trust, and

all rights and privileges in the Trust to the successor Trustee.

     (e)  The   Company,   upon  receipt  of,  or  giving  notice  of,  the

resignation  or removal of Trustee,  shall  promptly  appoint  a  successor

Trustee. The successor  Trustee  shall be a bank or trust company qualified

and authorized to do trust business  in  the  United  States of America and

having on the date of appointment total assets of at least  $10,000,000,000

and  a  credit  rating from Moody's of A or better (or a comparable  credit

rating from another well-known credit rating service).  In the event of the

failure or refusal  of  the  Company  to  appoint  such a successor Trustee

within  30  days  after the notice of resignation or removal,  Trustee  may

secure, at the expense  of  the  Company, the appointment of such successor

Trustee by an appropriate action in  a court of competent jurisdiction. Any

successor Trustee so appointed may qualify  by  executing and delivering to

the Company an instrument accepting such appointment  and,  upon  delivery,

such  successor,  without  further  act,  shall  become-vested with all the

right, title and interest, and all rights and privileges of the predecessor

Trustee with like effect as if originally named as Trustee herein.



                                 8




                             ARTICLE 8

                     AMENDMENT AND TERMINATION

SECTION 8.1 AMENDMENTS.
     The  Company  shall have the right to amend (but  not  terminate)  the

Trust from time to time  and to amend further or cancel any such amendment.

The amendment procedure for  the  Trust shall, to the extent applicable, be

the identical amendment procedure contained  in  the  Plan.   Any amendment

shall  be  stated  in an instrument in writing executed by the Company  and

Trustee, and this Trust Agreement shall be amended in the manner and at the

time therein set forth, and the Company and Trustee shall be bound thereby;

provided, however:

          (a) No amendment  shall  have  any  retroactive  effect  so as to

     deprive any Participant or Beneficiary of any benefits already  vested

     under  the  Plan, or create a reversion of Trust assets to the Company

     except as already  provided  in  this Trust Agreement, other than such

     changes, if any, as may be required  in  order  for  the  Trust  to be

     considered a component of a plan described in Section 9.3;

          (b) No amendment shall make the Trust revocable; and

          (c)  No  amendment  shall  increase  the duties or liabilities of

     Trustee without its written consent.

SECTION 8.2 DURATION AND TERMINATION.
     This  Trust  shall  not  be  revocable and shall  continue  until  the

earliest of (a) the accomplishment of the purpose for which it was created,

(b) the exhaustion of all appeals of  a  final  determination of a court of

competent   jurisdiction   that  the  interest  in  the  Trust   of   Trust

Beneficiaries is includable  for  federal  income tax purposes in the gross

income of such Trust Beneficiaries, without  such determination having been

reversed (or the earlier expiration of the time to appeal), (c) if required

to comply with applicable state law rules regulating the maximum length for

which trusts may be established, the expiration  of  twenty  years  and six

months  after  the  death  of  the  last surviving Trust Beneficiary who is

living  and is a Participant or Beneficiary  on  the  date  this  Trust  is

established,  (d)  a  determination  of  the Company to terminate the Trust

because applicable law requires it to be amended  in  a way that could make

it taxable and failure to so amend the Trust would subject  the  Company to

material  liabilities, (e) a determination of the Company to terminate  the

Trust because  the  Company concludes, after consulting with legal counsel,

that judicial authority  or the opinion of the U.S. Department of Labor (as

expressed in its proposed  or  final  regulations,  advisory  opinions,  or

similar  administrative  announcements)  creates  a significant possibility

that the Trust will not be considered a component of  a  plan  described in

Section  9.3 of this Trust Agreement, or (f) the dissolution or liquidation

of the Company.

SECTION 8.3 DISTRIBUTION UPON TERMINATION.
     Upon termination of this Trust, Trustee shall liquidate the Trust fund

and provide a final account to the Company and the Committee. To the extent

Trust assets  are sufficient, the Trustee shall pay to each Participant the

appropriate Benefit  Amount.  After  its  final account has been settled as

provided in Section 7.1(c), Trustee shall return  to the Company any assets

remaining  after  the  distributions described in this  Section  8.3.  Upon

making such distributions,  Trustee  shall  be  relieved  from  all further

liability.  The powers of Trustee hereunder shall continue so long  as  any

assets of the Trust fund remain in its hands.

                             ARTICLE 9

                           MISCELLANEOUS

SECTION 9.1 LIMITATION ON PARTICIPANTS' RIGHTS.
     Participation in the Trust shall not give Participants the right to be

retained in the Company's or an Affiliate's employ or any right or interest

in the Trust  other than as herein provided. The Company reserves the right

to dismiss Participants  without any liability for any claim either against

the Trust, except to the extent  provided  herein,  or against the Company.

All benefits payable hereunder shall be provided solely  from the assets of

the Trust.

SECTION 9.2 RECEIPT OR RELEASE.
     Any payment to a Trust Beneficiary in accordance with  the  provisions

of the Trust shall, to the extent thereof, be in full satisfaction  of  all

claims  against Trustee and the Company, and Trustee may require such Trust

Beneficiary, as a condition precedent to such payment, to execute a receipt

and release to such effect.

SECTION 9.3 GOVERNING LAW.
     This  Trust Agreement and the Trust hereby created shall be construed,

administered and governed in all respects under applicable federal law, and

to the extent that federal law is inapplicable, under the laws of the State

of California;  provided,  however, that if any provision is susceptible to

more than one interpretation, such interpretation shall be given thereto as

is consistent with the Trust  being  (a)  classified  as a grantor trust as

defined  in  Sections  671  ET  SEQ.  of the Code and (b) classified  as  a

component  of an unfunded plan maintained  primarily  to  provide  deferred

compensation  for  a  select  group  of  management  or  highly compensated

employees,  as described in Section 201(2) of ERISA . If any  provision  of

this instrument  shall  be  held by a court of competent jurisdiction to be

invalid or unenforceable, the remaining provisions hereof shall continue to

be fully effective.

SECTION 9.4 HEADINGS. ETC., NO PART OF AGREEMENT.
     Headings and subheadings  in  this  Trust  Agreement  are inserted for

convenience  of  reference  only  and  are  not  to  be  considered in  the

construction of the provisions hereof.

SECTION 9.5 INSTRUMENT IN COUNTERPARTS.
     This Trust Agreement may be executed in several counterparts,  each of

which  shall  be deemed an original, and said counterparts shall constitute

but one and the  same  instruments,  which may be sufficiently evidenced by

any one counterpart.

SECTION 9.6 SUCCESSORS AND ASSIGNS.
     This Trust Agreement shall inure  to  the  benefit  of, and be binding

upon, the parties hereto and their successors and assigns.

SECTION 9.7 INDEMNITY.
     (a)  Except  in  the  case  of liabilities and claims arising  out  of

Trustee's willful misconduct or gross  negligence,  Company shall indemnify

and  hold  Trustee  harmless  from and against all liabilities  and  claims

(including reasonable attorney's  fees  and  expenses  in  defense thereof)

arising out of or in any way connected with the Plan or the  Trust  fund or

the  management, operation, administration or control thereof and based  in

whole or in part on:

          (1)  Any  act  or  inaction  of  Company or Committee (which term

     includes,  in  this  paragraph,  any actual  or  ostensible  agent  of

     Company) or

          (2) Any act or inaction of Trustee  resulting from the absence of

     proper  directions hereunder, or in accordance  with  any  directions,

     purported  or  real,  from Company or Committee, whether or not proper

     hereunder, if relied upon in good faith by Trustee.

     (b)  The Trustee does not  warrant and shall not be liable for any tax

consequences associated with the Trust or the Plans.

     (c)  The Trustee shall not be  liable  for the inadequacy of the Trust

to pay all amounts due under the Plans.

     IN WITNESS WHEREOF the undersigned have  executed this Trust Agreement

as of the date first written above.


                    AVNET, INC.



                    By:  /S/ RAYMOND SADOWSKI
                         Its:SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER




                    FIRST AMERICAN TRUST COMPANY



                    By:  /S/ DENISE C. MEHUS
                         Its:VICE-PRESIDENT




                                                      EXHIBIT 5.1


                           January 28, 1998

Avnet, Inc.
80 Cutter Mill Road
Great Neck, New York  11021

     Re:  REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     I  refer  to the Registration Statement on Form S-8 (the "Registration
Statement") to be  filed by Avnet, Inc. (the "Company") with the Securities
and  Exchange  Commission  with  respect  to  the  registration  under  the
Securities Act of  1933,  as  amended,  of  $50,000,000 aggregate amount of
Avnet  Deferred  Compensation Plan obligations  (the  "Obligations").   The
Obligations  are unsecured  obligations  of  the  Company  to  pay  certain
benefits in the  future  in accordance with the terms of the Avnet Deferred
Compensation Plan (the "Plan")  and  the  Avnet Deferred Compensation Rabbi
Trust (the "Trust").

     I  have  examined  such documents as I considered  necessary  for  the
purposes of this opinion.  Based on such examination, it is my opinion that
the Plan and Trust have been duly and validly authorized and adopted by the
Company, and the Obligations  being registered hereunder that may be issued
to participants in the Plan, when  issued  or  sold  in accordance with the
Plan, will be valid and binding obligations to the Company,  enforceable in
accordance with their terms, except as enforcement thereof may  be  limited
by  bankruptcy,  insolvency or other laws of general applicability relating
to or affecting enforcement  of  creditors' rights or by general principles
of equity.

     I do not find it necessary for  the purposes of this opinion to cover,
and  accordingly  I  express  no opinion as  to,  the  application  of  the
securities or blue sky laws of  the  various  states  to  the  sale  of the
Obligations.

     I  consent  to  the  use  of  this  opinion  as  Exhibit  5.1  to  the
Registration  Statement  and  to all references to me included in or made a
part of the Registration Statement.

                                   Very truly yours,


                                   /S/ DAVID R. BIRK
                                   David R. Birk




                                                     EXHIBIT 23.2


             CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As  independent  public  accountants,   we   hereby   consent  to  the
incorporation  by  reference in this Registration Statement of  our  report
dated July 30, 1997  included  in  Avnet, Inc.'s Annual Report on Form 10-K
for  the  year ended June 27, 1997, and  to  all  references  to  our  firm
included in this Registration Statement.


/S/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP

New York, New York
January 29, 1998






                                                     EXHIBIT 24.1


                          POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond  Sadowski,  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 this Registration Statement,  any amendments thereto
(including  post-effective amendments), 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 28th day of January, 1998.


                                   /S/ LEON MACHIZ
                                   Leon Machiz
                                   Chairman of the Board, Chief Executive
                                   Officer and Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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 28th day of January, 1998.



                                   /S/ RAYMOND SADOWSKI
                                   Raymond Sadowski
                                   Senior Vice President, Chief Financial
                                   Officer and Assistant Secretary






                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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 28th day of January, 1998.



                                   /S/ JOHN F. COLE
                                   John F. Cole
                                   Controller







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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 28th day of January, 1998.



                                   /S/ ROY VALLEE
                                   Roy Vallee
                                   President, Chief Operating Officer,
                                   Vice Chairman of the Board and Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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 her 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 28th day of January, 1998.


                                   /S/ ELEANOR BAUM
                                   Eleanor Baum, Director






                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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 28th day of January, 1998.



                                   /S/ GERALD J. BERKMAN
                                   Gerald J. Berkman, Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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 28th day of January, 1998.



                                   /S/ JOSEPH F. CALIGIURI
                                   Joseph F. Caligiuri, Director






                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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 28th day of January, 1998.


                                   /S/  SYLVESTER D. HERLIHY
                                   Sylvester D. Herlihy
                                   Senior  Vice  President,  Secretary  and
Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and  Raymond  Sadowski,  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 this Registration Statement,  any amendments thereto
(including  post-effective amendments), 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 28th day of January, 1998.


                                   /S/ EHUD HOUMINER
                                   Ehud Houminer, Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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 28th day of January, 1998.



                                   /S/ SALVATORE J. NUZZO
                                   Salvatore J. Nuzzo, Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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  28th day of January, 1998.



                                   /S/ FREDERIC SALERNO
                                   Frederic Salerno, Director







                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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 27th day of January, 1998.


                                   /S/ DAVID SHAW
                                   David Shaw, Director








                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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 28th day of January, 1998.



                                   /S/ KEITH WILLIAMS
                                   Keith Williams, Director









                         POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     The undersigned does hereby make, constitute and appoint David R. Birk
and Raymond Sadowski, 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 this Registration Statement, any  amendments thereto
(including  post-effective amendments), 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 28th day of January, 1998.



                                   /S/ FREDERICK S. WOOD
                                   Frederick S. Wood, Director