SEC Filing | Avnet, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TOOKER GARY L

(Last)

(First)

(Middle)

C/O AVNET, INC.

2211 SOUTH 47TH STREET

(Street)

PHOENIX

85034

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AVNET INC [ AVT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	$0⁽¹⁾	09/01/2005		A		38		⁽¹⁾	⁽¹⁾	Common Stock	38	$24.44	4,896	D

Explanation of Responses:

1. The phantom stock units were accrued under the Avnet, Inc. Deferred Compensation Plan for Outside Directors and are to be settled 1 for 1 in the Issuer's Common Stock after cessation of membership on the Issuer's Board or upon change in control of the Issuer.

Remarks:

	Jun Li, by power of attorney	09/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

AVNET, INC.



LIMITED POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS







Know all by these presents that the undersigned hereby makes, constitutes

and appoints each of David R. Birk, Ray Sadowski, Neil Taylor and Jun Li,

each acting individually, as the undersigned's true and lawful attorney-

in-fact, with full power and authority as hereinafter described on behalf

of and in the name, place and stead of the undersigned to:



(1) prepare and execute Forms 3, 4 and 5 (including any amendments thereto)

with respect to the common stock of Avnet, Inc., a New York corporation (the

"Company"), and to file the same with the United States Securities and

Exchange Commission, any national securities exchanges and the Company, as

considered necessary or advisable under Section 16(a) of the Securities

Exchange Act of 1934 and the rules and regulations promulgated thereunder,

as amended from time to time (the "Exchange Act") and the Sarbanes-Oxley Act

of 2002;

(2) seek or obtain, as the undersigned's representative and on the

undersigned's behalf, information on transactions in the Company's common

stock from any third party, including brokers, employee benefit plan

administrators and trustees, and the undersigned hereby authorizes any such

person to release any such information to the undersigned and approves and

ratifies any such release of information; and

(3) perform any and all other acts (including, but not limited to, the

filing of Form ID to obtain EDGAR Access Codes) which in the discretion of

such attorney-in-fact are necessary or desirable for and on behalf of the

undersigned in connection with the foregoing.

The undersigned acknowledges that:

(a) any documents prepared and/or executed by any of such attorneys-in-fact

on behalf of the undersigned pursuant to this power of attorney will be in

such form and will contain such information and disclosure as such attorney-

in-fact, in his or her discretion, deems necessary or desirable;

(b) this power of attorney authorizes, but does not require, each such

attorney-in-fact to act in his or her discretion on information provided to

such attorney-in-fact without independent verification of such information;

(c) neither the Company nor any of such attorneys-in-fact assumes (i) any

liability for the undersigned's responsibility to comply with the

requirements of the Exchange Act, (ii) any liability of the undersigned for

any failure to comply with such requirements, or (iii) any obligation or

liability of the undersigned for profit disgorgement under Section 16(b) of

the Exchange Act; and

(d) this power of attorney does not relieve the undersigned from

responsibility for compliance with the undersigned's obligations under the

Exchange Act, including without limitation the reporting requirements under

Section 16(a) of the Exchange Act.

The undersigned hereby gives and grants each of the foregoing attorneys-in-

fact full power and authority to do and perform all and every act and thing

whatsoever requisite, necessary or appropriate to be done in and about the

foregoing matters as fully to all intents and purposes as the undersigned

might or could do if present, hereby ratifying all that each such attorney-

in-fact of, for and on behalf of the undersigned shall lawfully do or cause

to be done by virtue of this power of attorney.

This power of attorney shall remain in full force and effect until revoked

by the undersigned in a signed writing delivered to the Corporate Secretary

of the Company.



IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be

executed as of this 9th day of July, 2005.





/s/ Gary Tooker



Signature









Gary Tooker



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