SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                   .........................................

                           FORM 10-Q

           .........................................

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

          For the quarterly period ended April 2, 1999


            ........................................

                    Commission File #1-4224

                          AVNET, INC.

                    Incorporated in New York

            ........................................

           IRS Employer Identification No. 11-1890605

         2211 South 47th Street, Phoenix, Arizona 85034
                         (602) 643-2000

            .......................................

Indicate  by check mark  whether  the  registrant  (1) has filed
all  reports  required to be filed by Section 13 or 15(d) of the
Securities  Exchange Act of 1934 during the  preceding 12 months
(or for such  shorter  period that the  registrant  was required
to file such  reports)  and (2) has been  subject to such filing
requirements for the past 90 days.  Yes [  X  ]  No [     ]

The  total  number  of shares  outstanding  of the  registrant's
Common  Stock (net of  treasury  shares) as of April 30,  1999 -
35,157,189 shares.



                         AVNET, INC. AND SUBSIDIARIES

                                     INDEX

                                                                   Page 
No.
Part I.         Financial Information

         Item 1.Financial Statements

                Consolidated Balance Sheets
                April 2, 1999 and June 26, 1998...........................3

                Consolidated Statements of Income - Nine Months
                Ended April 2, 1999 and March 27, 1998....................4

                Consolidated   Statements   of  Income  -  Third
                Quarters Ended April 2, 1999 and March 27, 1998...........5

                Consolidated Statements of Cash Flows - Nine Months
                Ended April 2, 1999 and March 27, 1998....................6

                Notes to Consolidated Financial Statements............7 - 8

         Item 2.Management's Discussion and Analysis of Financial
                Condition and Results of Operations..................9 - 14

         Item 3.Quantitative and Qualitative Disclosures About
                Market Risk .............................................14

Part II. Other Information:

         Item 6.Exhibits and Reports on Form 8-K.........................15


Signature Page  .........................................................16


Forward-Looking Statements

Any  statements  made in this  Report  which are not  historical
facts may be  forward-looking  statements that involve risks and
uncertainties.  Among  the  factors  which  could  cause  actual
results to differ  materially  are (i) major changes in business
conditions  and the  economy in general,  (ii) risks  associated
with foreign operations,  such as currency  fluctuations,  (iii)
allocations  of  products  by  suppliers,  and (iv)  changes  in
market demand and pricing pressure.

                        PART I - FINANCIAL INFORMATION

Item I.  Financial Statements

                  AVNET, INC. AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS
          (Dollars in thousands, except share amounts)

                                                         April 2,     June 26,
                                                           1999        1998   
                                                         (unaudited) (audited)
Assets:
  Current assets:
    Cash and cash equivalents............................$  73,110  $  82,607
    Receivables, less allowances of $29,186 and $31,807,
      respectively.......................................  909,320    894,289
    Inventories (Note 3).................................1,044,841  1,061,739
    Other................................................   43,815     29,722

      Total current assets...............................2,071,086  2,068,357

  Property, plant & equipment, net.......................  175,727    155,491
  Goodwill, net of accumulated amortization of $72,709
    and $62,461, respectively............................  484,488    460,882
  Other assets...........................................   64,009     48,967

      Total assets......................................$2,795,310  $2,733,697

Liabilities:
  Current liabilities:
    Borrowings due within one year.......................$      270  $     243
    Accounts payable.....................................   438,245    451,441
    Accrued expenses and other...........................   136,232    155,423

      Total current liabilities..........................   574,747    607,107

  Long-term debt, less due within one year...............   920,048    810,695

      Total liabilities.................................. 1,494,795  1,417,802

  Commitments and contingencies (Note 4)

Shareholders' equity (Notes 5 and 6):
  Common Stock $1.00 par, authorized 120,000,000 shares, 
  issued 44,382,000 shares and 44,335,000 shares, 
  respectively...........................................    44,382     44,335
  Additional paid-in capital.............................   435,016    434,695
  Retained earnings...................................... 1,394,866  1,342,988
  Cumulative translation adjustments.....................   (40,585)   (41,804)
  Treasury stock at cost, 9,233,000 shares and 7,872,000
shares,
    respectively.........................................  (533,164)  (464,319)

      Total shareholders' equity......................... 1,300,515  1,315,895

      Total liabilities and shareholders' equity.........$2,795,310  $2,733,697

         SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 AVNET, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF INCOME
             (In thousands, except per share data)


                                                          Nine Months Ended

                                                     April 2,        March 27,
                                                       1999             1998  
                                                      (unaudited) (unaudited)

Sales...................................................$4,707,731 $4,371,691

Cost of sales  (Note 7) ................................ 4,003,243  3,631,578

Gross profit............................................   704,488    740,113

Selling, shipping, general and administrative expenses 
   (Notes 7 and 8)......................................   547,008    510,631

Operating income........................................   157,480    229,482

Other income, net.......................................     1,658      1,439

Interest expense........................................   (39,468)   (27,182)

Gain on the sale of Channel Master (Note 8).............        -      33,795

Income before income taxes..............................   119,670    237,534

Income taxes............................................    51,742    102,674

Net income..............................................$   67,928 $  134,860

Earnings per share:

  Basic.................................................     $1.90      $3.36

  Diluted...............................................     $1.88      $3.32

Shares used to compute earnings per share (Note 9):

  Basic.................................................    35,736     40,119

  Diluted...............................................    36,093     40,619


                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 AVNET, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF INCOME
             (In thousands, except per share data)


                                                       Third Quarters Ended

                                                     April 2,       March 27,
                                                       1999           1998    
                                                      (unaudited) (unaudited)

Sales...................................................$1,599,226  $1,512,121

Cost of sales........................................... 1,355,438   1,259,878

Gross profit............................................  243,788      252,243

Selling, shipping, general and administrative expenses..  185,610      171,573
 
Operating income........................................   58,178       80,670

Other income, net.......................................      212          757

Interest expense........................................  (13,299)     (10,620)

Income before income taxes..............................   45,091       70,807

Income taxes............................................   19,355       30,132

Net income                                            $    25,736 $     40,675

Earnings per share:

  Basic.................................................    $0.73        $1.04

  Diluted...............................................    $0.73        $1.03

Shares used to compute earnings per share (Note 9):

  Basic.................................................   35,149        39,141

  Diluted...............................................   35,320        39,598


                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
                  AVNET, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Dollars in thousands)
                                
                                                         Nine Months Ended

                                                     April 2,        March 27,
                                                       1999            1998   
                                                      (unaudited) (unaudited)
Cash flows from operating activities:
  Net income............................................$  67,928    $ 134,860
  Non-cash and other reconciling items:
    Depreciation and amortization.......................   38,381       37,449
    Deferred taxes......................................   (2,021)      (2,032)
    Other, net (Note 7).................................   20,254      15,833
    Gain on the sale of Channel Master .................       -       (33,795)
                                                          124,542      152,315

  Receivables...........................................   11,979     (124,980)
  Inventories...........................................   10,816     (130,597)
  Payables, accruals and other, net..................... (103,634)     (35,108)

    Net cash flows provided from (used for) 
     operating activities                                  43,703     (138,370)

Cash flows from financing activities:
  Repurchase of common stock............................  (70,147)    (167,419)
  Issuance of notes in public offering, net of 
   issuance costs                                          198,242          -
  (Payment of) proceeds from commercial paper and 
     bank debt, net                                        (88,792)    254,535
  (Payment of) proceeds from other debt, net............      (102)      2,937
  Cash dividends .......................................   (21,719)    (18,526)
  Other, net                                                   106       4,119

    Net cash flows provided from financing activities...    17,588      75,646

Cash flows from investing activities:
  Purchases of property, plant and equipment............  (39,612)     (29,967)
  (Acquisition) disposition of operations, net (Note 10)  (31,152)      92,034

    Net cash flows (used for) provided from 
     investing activities                                 (70,764)      62,067

Effect of exchange rate changes on cash and 
  cash equivalents                                            (24)      (1,258)

Cash and cash equivalents:
    - decrease..........................................   (9,497)      (1,915)
    - at beginning of year..............................   82,607       59,312
    - at end of period.................................. $ 73,110   $   57,397

Additional cash flow information (Note 10)

         SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 AVNET, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  In   the   opinion   of   management,   the   accompanying
    consolidated  financial  statements  contain all adjustments
    necessary  to  present   fairly  the   Company's   financial
    position as of April 2, 1999 and June 26, 1998;  the results
    of operations  for the nine months and third  quarters ended
    April 2,  1999 and March 27,  1998;  and the cash  flows for
    the nine  months  ended  April 2, 1999 and  March 27,  1998.
    For   further   information,   refer  to  the   consolidated
    financial statements and accompanying  footnotes included in
    the  Company=s  Annual  Report on Form  10-K for the  fiscal
    year ended June 26, 1998.

2.  The  results of  operations  for the nine months and third
    quarter ended April 2, 1999 are not  necessarily  indicative
    of the results to be expected for the full year.

3.   Inventories:                                        April 2,     June 26,
     (Thousands)                                           1999         1998   
 
      Finished goods....................................$ 982,677    $ 967,472
      Work in process...................................    4,406        8,244
      Purchased parts and raw materials................    57,758       86,023
 
                                                       $1,044,841   $1,061,739

4.  From time to time,  the  Company  may become  liable  with
    respect to pending and  threatened  litigation,  taxes,  and
    environmental  and  other  matters.  The  Company  has  been
    designated a potentially  responsible party or has had other
    claims  made  against it in  connection  with  environmental
    clean-ups  at  several  sites.  Based  upon the  information
    known to date,  management  believes  that the  Company  has
    appropriately  reserved  for its  share of the  costs of the
    clean-ups  and it is not  anticipated  that  any  contingent
    matters  will  have  a  material   adverse   impact  on  the
    Company=s  financial  condition,  liquidity  or  results  of
    operations.

5.  Number of shares of common stock reserved for stock option and
    stock incentive programs as of April  2, 1999:                   5,139,778

6.    Comprehensive  income - Effective  as of the  beginning of
    fiscal  1999,  the Company  adopted  Statement  of Financial
    Accounting  Standards  No.  130,  "Reporting   Comprehensive
    Income"  ("SFAS  130").   SFAS  130  establishes   reporting
    standards   designed  to  measure  all  of  the  changes  in
    shareholders'  equity  that  result  from  transactions  and
    other economic events of the period  excluding  transactions
    with owners ("Comprehensive  Income").  Comprehensive Income
    for the  Company  consists  only of net  income  and  equity
    foreign  currency  translation  adjustments.   Comprehensive
    Income  for the first nine  months of fiscal  years 1999 and
    1998 was $69,147,000  and  $128,943,000,  respectively,  and
    for the third  quarters  of fiscal  years  1999 and 1998 was
    $15,409,000 and $40,572,000, respectively.


                  AVNET, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.    During  the first  quarter  of fiscal  1999,  the  Company
    recorded  $26,519,000  pre-tax  and  $15,740,000   after-tax
    ($0.43 per share on a diluted basis) of incremental  special
    charges  associated  principally with the  reorganization of
    its  Electronics   Marketing  Group's  European  operations.
    Approximately  $18,613,000 of the pre-tax charge is included
    in  operating  expenses,  most of which has required or will
    require an outflow of cash,  and  $7,906,000  is included in
    cost of  sales,  which  represents  a  non-cash  write-down.
    These  charges   include   severance,   inventory   reserves
    required related to supplier terminations, and other items.

8.    Included in the  Company's  prior year nine month  results
    is the  gain on the  sale of the  Company's  former  Channel
    Master  business  amounting  to  approximately   $33,795,000
    before  income  taxes.  Also included in the prior year nine
    month  results as  operating  expenses  are  $13,300,000  of
    costs  relating  to the  anticipated  divestiture  of  Avnet
    Industrial,   the   closure  of  the   Company's   Corporate
    Headquarters in Great Neck, NY, and the anticipated  loss on
    the sale of  Company-owned  real  estate.  The net effect of
    these items was to increase pre-tax income,  net income, and
    diluted  earnings  per share by  approximately  $20,500,000,
    $8,700,000, and $0.21 per share, respectively.

9   Earnings  per  share  - The  Company  adopted  Statement  of
    Financial   Accounting  Standards  No.  128,  "Earnings  Per
    Share"  ("SFAS  128") during  fiscal  1998.  Under SFAS 128,
    basic  earnings per share is computed  based on the weighted
    average  number of common  shares  outstanding  and excludes
    any potential dilution;  diluted earnings per share reflects
    potential  dilution  from  the  exercise  or  conversion  of
    securities  into  common  stock.   The  number  of  dilutive
    securities  for the first nine  months of fiscal  years 1999
    and 1998  amounting  to 357,000  shares and 500,000  shares,
    respectively,  and for the third  quarters  of fiscal  years
    1999  and 1998  amounting  to  171,000  shares  and  457,000
    shares,   respectively,   relate   to  stock   options   and
    restricted stock awards.

10. Additional cash flow information:

    Other  non-cash  and  other   reconciling   items  primarily
    includes the  provision  for  doubtful  accounts and certain
    non-recurring items (see Notes 7 and 8).

    (Acquisition)/disposition  of operations,  net, in the first
    nine  months  of fiscal  1999  includes  primarily  the cash
    expended  in  connection  with  the  acquisitions  of  (1) a
    controlling   interest  in  Avnet  Max,  Ltd.,  the  largest
    electronics   distributor   in  India;   (2)  a  controlling
    interest  in   Avnet-Gallium,   a  leading   distributor  of
    specialty  electronic  components  in  Israel;  and  (3) the
    acquisition  of  the  Computer  Solutions  Division  of  JBA
    International,  Inc.,  a  distributorship  of IBM  mid-range
    computer    systems   (now   known   as   Hall-Mark   Global
    Solutions).  In  the  first  nine  months  of  fiscal  1998,
    (acquisition)/disposition   of  operations,   net,  includes
    primarily the cash  received in connection  with the sale of
    Channel  Master,  offset somewhat by cash paid in connection
    with  the  acquisitions  of  ECR  Sales  Management,   Inc.,
    Excel-Max Pte Ltd.,  and CiNERGi  Technology and Devices Pte
    Ltd.

    Interest  and income  taxes  paid in the first  nine  months
    were as follows:

 
    (Thousands)
                                                           1999           1998 

    Interest...........................................   $39,822      $28,264
    Income taxes........................................  $64,136      $94,098



Item  2.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations


Effective  as of the  beginning  of  fiscal  1999,  the  Company
changed  its  organizational  structure  to better  focus on its
core  businesses  in order to better  meet the needs of both its
customers  and  its  suppliers.  This  change  to the  Company's
organizational    structure   involved   dividing   the   former
Electronic   Marketing   Group  into  its  two  major  lines  of
businesses:  the  distribution of electronic  components and the
distribution  of  computer  products.  Accordingly,  the Company
currently   consists  of  two  major   operating   groups,   the
Electronics  Marketing Group ("EMG") and the Computer  Marketing
Group  ("CMG").  (Through  the end of  fiscal  1998,  these  two
units  comprised the former  Electronic  Marketing  Group.) EMG,
which  focuses on the  global  distribution  of and  value-added
services  associated  with electronic  components,  is comprised
of three regional  operations - EMG Americas,  EMG EMEA (Europe,
Middle  East and  Africa) and EMG Asia.  CMG,  which  focuses on
middle-  to   high-end   computer   products   and   value-added
services,  consists of Avnet Computer,  Hall-Mark Computer and a
number of other specialty businesses.

Results of Operations

For the  third  quarter  of fiscal  1999  ended  April 2,  1999,
consolidated  sales were $1.599 billion,  up 6% as compared with
last year's third quarter  sales of $1.512  billion and up 5% as
compared  with  sales  of  $1.527  billion  in  the  immediately
preceding  second  quarter  of fiscal  1999.  It should be noted
that due to the  Company's  fiscal  calendar,  the third quarter
of fiscal  1999 had 65 shipping  days as  compared  with 63 days
in the third  quarter  of fiscal  1998 and 61  shipping  days in
the second  quarter  of fiscal  1999.  Therefore,  sales per day
in the third  quarter of fiscal  1999 were about 3% higher  than
a year  ago  and  2%  lower  on a  sequential  quarterly  basis.
Excluding   the   sales  of   businesses   acquired   during  or
subsequent to the end of the third  quarter of last year,  sales
per day  were  down  about  2% as  compared  with a year ago and
down almost 3% on a sequential quarterly basis.

Sales for EMG for the third  quarter of fiscal  1999 were $1.196
billion,  up almost 5% and 4%,  respectively,  as compared  with
sales of $1.141  billion  in the prior year  third  quarter  and
$1.152 billion in the  immediately  preceding  second quarter of
fiscal  1999.  The  increase  in  quarterly   sales  on  both  a
year-on-year   and  sequential   basis  was  benefitted  by  the
increase   in   shipping   days.   Excluding   the   impact   of
acquisitions,  EMG's sales for the third  quarter of fiscal 1999
were  approximately  2%  higher  than  they  were  in the  third
quarter of fiscal  1998,  but on a per day basis  were  slightly
lower.  EMG' third quarter  fiscal 1999 core sales per day were
sequentially  higher  for the  second  consecutive  quarter.  As
far as sales by region are concerned,  EMG Americas'  sales were
$857.6  million  in the third  quarter  of this  year,  slightly
less than the prior year sales of $859.3  million,  and up 7% as
compared  with  the  immediately  preceding  second  quarter  of
fiscal   1999.   EMG   America's   sales   per  day  were   down
approximately  3% as  compared  with a year  ago  and  flat on a
sequential  basis.  Sales  for  EMG  EMEA  and  EMG  Asia in the
current  year's  third  quarter  were  $282.1  million and $56.3
million,  respectively,  representing  a 14%  increase  for  EMG
EMEA  (8%  excluding  the  impact  of  acquisitions)  and  a 64%
increase for EMG Asia (an 18% increase  excluding  the impact of
acquisitions)  as compared  with last year's third  quarter.  On
a  sequential  basis,  EMG EMEA's  quarterly  sales were down 5%
(6%  excluding  the  impact of  acquisitions)  while EMG  Asia's
sales   were  up  6%  (the   same   excluding   the   impact  of
acquisitions).

CMG's  sales for the third  quarter of fiscal  1999 were  $403.2
million,   up  almost  9%  (down  1%  excluding  the  impact  of
acquisitions)  as compared  with sales of $370.9  million in the
third  quarter of last year,  and up almost 8% as compared  with
the immediately  preceding  second quarter of fiscal 1999 (up 3%
excluding the impact of acquisitions).

Consolidated   gross  profit  margins  of  15.2%  in  the  third
quarter of fiscal  1999 were lower by 1.5% of sales as  compared
with  16.7% in the third  quarter of last  year.  This  downward
trend is due  primarily to the  competitive  environment  in the
electronics  distribution  marketplace as a result of the global
industry  correction  cycle as well as increased margin pressure
in the  computer  distribution  business.  However,  even though
gross  profit  margins in the third  quarter of fiscal year 1999
were   significantly   lower  than  last  year's  third  quarter
margins,   both  EMG's  and  CMG's  gross  profit  margins  held
relatively  stable as compared  with the  immediately  preceding
second   quarter   of  fiscal   1999.   The   result   was  that
consolidated  gross  profit  dollars  were  about 3% lower  than
last  year's  third  quarter  and  about 7%  higher  than in the
prior  sequential   quarter.   Operating  expenses  in  absolute
dollars  were  higher in the  third  quarter  of fiscal  1999 as
compared  with  the  prior  year  third  quarter,  as they  were
impacted  by the  increase  in  business  days on a  comparative
quarterly  basis.  Operating  expenses  were  also  impacted  by
costs  associated  with  the  Company's  Year  2000  remediation
program  and by  normal  operating  expenses  incurred  by newly
acquired  businesses.  Operating  expenses  as a  percentage  of
sales  were  11.6%  in the  third  quarter  of  fiscal  1999  as
compared  with  11.4% a year  ago.  As a  result  of the  above,
operating  income  of $58.2  million  in the  third  quarter  of
fiscal 1999  represented  3.6% of sales as  compared  with $80.7
million,  or 5.3% of  sales,  in the  third  quarter  of  fiscal
1998.  EMG's  operating  income  (after  allocation of corporate
expenses)  in  the  third  quarter  of  fiscal  1999  was  $50.9
million,  down  23.0% as  compared  with  $66.1  million  in the
prior year period.  CMG's  operating  income  (after  allocation
of corporate  expenses)  was $7.3  million in the third  quarter
of fiscal 1999,  down 50% as compared  with $14.6 million in the
third quarter of last year.

Interest  expense  in the  third  quarter  of  fiscal  1999  was
significantly  higher  than in  last  year's  comparable  period
primarily  due to the impact of cash used to fund the  Company's
stock  repurchase  program  and to fund the  additional  working
capital  requirements  to support  the growth in  business.  The
Company's  effective  tax  rate  in  the  third  quarter  of the
current  year was  slightly  higher  than in last  year's  third
quarter  due  primarily  to the  impact  of  the  non-deductible
amortization of goodwill on  significantly  lower pre-tax income
and  to  the  mix of  income  in  foreign  operations  to  which
different tax rates apply.

As a result of the factors  described  above,  net income in the
third  quarter of fiscal  1999 was $25.7  million,  or $0.73 per
share on a diluted  basis,  as compared  with last year's  third
quarter  net  income of $40.7  million,  or $1.03 per share on a
diluted basis.  Although net income was down  approximately  37%
as compared  with last year's third  quarter,  diluted  earnings
per share was down only 29% due  primarily  to the impact of the
Company's stock repurchase program.

Consolidated  sales for the  first  nine  months of fiscal  1999
were  $4.708  billion,  up almost  8% as  compared  with  $4.372
billion in the first nine  months of last year.  EMG's  sales of
$3.577  billion and CMG's  sales of $1.131  billion in the first
nine  months  of fiscal  1999 were up 8% and 10%,  respectively,
as  compared  with the prior  year first  nine  months  sales of
$3.309  billion  for EMG and  $1.025  billion  for CMG.  Channel
Master's  sales in the  first  nine  months  of last  year  were
approximately $38 million.


Consolidated  gross profit margins (before  special  charges) in
the first  nine  months of fiscal  1999 were  15.1% as  compared
with  16.9% in the prior  year  period.  Even  though  operating
expenses  (before  special  charges)  as a  percentage  of sales
decreased  to 11.2% in the first  nine  months  of  fiscal  1999
from 11.4% in the first nine months of last year,  the  decrease
was not  enough to fully  offset  the  decline  in gross  profit
margins.   As  a  result,   operating   income  (before  special
charges)  as a  percentage  of sales  decreased  to 3.9% in this
year's  first  nine  months  as  compared  with 5.6% in the same
period  last year.  Interest  expense was  substantially  higher
in the first nine  months of fiscal  1999 as  compared  with the
first nine  months of fiscal  1998 due  primarily  to  increased
borrowings to fund the Company's  stock  repurchase  program and
to fund the additional  working capital  requirements to support
the growth in business.
The first nine months of fiscal  1999  results  mentioned  above
do not include $26.5 million  pre-tax,  $15.7 million  after-tax
and $0.43 per share on a diluted  basis of  incremental  special
charges (recorded in the first quarter)  associated  principally
with  the   reorganization   of  the   Company's   EMG  European
operations.  Approximately  $18.6 million of the pre-tax  charge
is included in  operating  expenses,  most of which has required
or will  require  an  outflow  of  cash,  and  $7.9  million  is
included  in  cost  of  sales,   which   represents  a  non-cash
write-down.   These   charges   include   severance,   inventory
reserves  required  related to supplier  terminations  and other
items.   The   first   quarter   charges   also   include   some
incremental   costs   associated  with  the  completion  of  the
reorganization  of EMG Americas.  These costs include  primarily
employee  relocation and special  incentive  payments as well as
some  additional  severance  costs.  The  balance  of cash to be
expended in connection  with the first quarter  special  charges
amounting  to  approximately  $9.4  million  at April 2, 1999 is
expected  to be paid  by the  end of  fiscal  1999,  except  for
amounts   associated   with   long-term   real  property   lease
terminations and contractual  commitments,  the amounts of which
are  not  material.   Management   expects  that  the  Company's
future  results of  operations  will  benefit  from the expected
cost savings  resulting from the  reorganizations,  and that the
impact on  liquidity  and sources and uses of capital  resources
will not be  material.  The  reorganization  of  EMG's  European
operations  will  have one  more  phase  which  has not yet been
finalized.   That  phase   relates  to  the   consolidation   of
warehousing  operations  in Europe.  Management  has  selected a
location in Belgium for the central  warehouse  and is currently
working  toward the  construction  and occupancy of the site. It
is  currently   anticipated   that  the  warehouse  will  be  in
operation  by  the  first  quarter  of  fiscal  year  2000.  The
implementation   of  this  final   phase  will  result  in  some
incremental  special  charges  which  management is not yet in a
position  to  estimate.   Management   expects  to  be  able  to
estimate  this charge  during the fourth  quarter of this fiscal
year or the first  quarter of next  fiscal  year at the  latest.
In  addition,  the  Company is in the  process of rolling  out a
structural  change in its EMG Asian  operation,  which will have
a  structure  similar to that of EMG  Americas.  This  change in
structure  will  result  in  some  incremental  special  charges
which  management  cannot  estimate  at  this  time.  Management
expects to be able to  estimate  these  charges  within the next
one or two quarters.

Included in the  Company's  results  for the nine  months  ended
March 27,  1998 was the second  quarter  gain on the sale of the
Company's   former   Channel   Master   business   amounting  to
approximately   $33.8  million   before   income   taxes.   Also
included  in the prior year nine  months  results  as  operating
expenses   were  $13.3   million  of  costs   relating   to  the
anticipated  divestiture  of Avnet  Industrial  (which  was sold
during  fiscal  1998),  the closure of the  Company's  Corporate
Headquarters  in Great  Neck,  NY, and the  anticipated  loss on
the  sale  of  Company-owned  real  estate.  The net  effect  of
these  items was to increase  pre-tax  income,  net income,  and
diluted  earnings  per share for the first nine months of fiscal
1998 by  approximately  $20.5 million,  $8.7 million,  and $0.21
per share, respectively.

Net income  (before  special items) for the first nine months of
fiscal 1999 was $83.7  million,  or $2.32 per share on a diluted
basis,  as compared with $126.1  million,  or $3.11 per share on
a  diluted  basis,  in the  first  nine  months  of  last  year.
Including  the special  items  referred to above,  net income in
the first nine  months of 1999 was $67.9  million,  or $1.88 per
share  on a  diluted  basis,  as  compared  with net  income  of
$134.9  million,  or $3.32 per share on a diluted basis,  in the
first nine months of fiscal 1998.

Liquidity and Capital Resources

During  the  first  nine  months  of fiscal  1999,  the  Company
generated  $124.5  million from income before  depreciation  and
other  non-cash  items,  and  used  $80.8  million  for  working
capital  needs  resulting  in $43.7  million  of net cash  flows
being  generated  from  operations.  In  addition,  the  Company
used  $61.2  million  for  other  normal   business   operations
including  purchases of  property,  plant and  equipment  ($39.6
million)  and  dividends   ($21.7   million),   offset  by  cash
generated  from other items  ($0.1  million).  This  resulted in
$17.5 million  being used for normal  business  operations.  The
Company also used $101.4  million for other items  including the
repurchase  of common  stock  ($70.1  million),  the  payment of
acquisition  related  expenditures  ($31.2  million),  and other
items  ($0.1  million).  This  overall net use of cash of $118.9
million  was funded by the  proceeds  from the  issuance  of the
Notes  as  described  below  ($198.2  million)  and  the  use of
available  cash  ($9.5   million),   offset  by  a  decrease  in
outstanding bank debt and commercial paper ($88.8 million).


The  Company's  quick  assets  at April 2, 1999  totaled  $982.4
million as  compared  with  $976.9  million at June 26, 1998 and
exceeded the Company's  current  liabilities  by $407.7  million
as  compared  with a $369.8  million  excess  at June 26,  1998.
Working   capital  at  April  2,  1999  was  $1.496  billion  as
compared  with  $1.461  billion  at June 26,  1998.  At April 2,
1999,  to  support  each  dollar  of  current  liabilities,  the
Company  had $1.71 of quick  assets  and $1.89 of other  current
assets for a total of $3.60 of current  assets as compared  with
$3.41 at June 26, 1998.

In the first quarter of fiscal 1999,  the Company  issued $200.0
million  of 6.45%  Notes due  August  15,  2003  (the  "Notes").
The net  proceeds  received by the Company  from the sale of the
Notes were $198.2  million after  deduction of the  underwriting
discounts  and other  expenses  associated  with the sale of the
Notes.  The net  proceeds  from  the  Notes  have  been  used to
repay  indebtedness  which the Company may re-borrow for general
corporate  purposes,  including capital  expenditures,  possible
acquisitions,  repurchase  of the  Company's  common  stock  and
working capital needs.

During  the first  nine  months of  fiscal  1999,  shareholders'
equity  decreased by $15.4 million to $1,300.5  million at April
2,  1999,  while  total  debt  increased  by $109.4  million  to
$920.3  million.  The decrease in  shareholders'  equity was the
net  result  of  the  positive   impact  of  net  income  ($67.9
million),  cumulative  translation  adjustments  ($1.2  million)
and other items, net,  principally  related to stock options and
incentive  programs ($1.7 million),  offset by dividends  ($16.1
million) and the  repurchase  of common  stock ($70.1  million).
As a result,  the total  debt to capital  (shareholders'  equity
plus total  debt)  ratio was 41.4% at April 2, 1999 as  compared
with 38.1% at June 26, 1998.  The  Company's  favorable  balance
sheet ratios would  facilitate  additional  financing if, in the
opinion of management,  such financing  would enhance the future
operations of the Company.

On  September  25,  1998,  the  Company's   Board  of  Directors
authorized  a new $100 million  stock  repurchase  program.  The
stock is to be  purchased  in the open market from  time-to-time
or  in  directly  negotiated  purchases.   This  program  is  in
addition  to  the  $200  million  and  $250   million   programs
authorized  by  the  Board  of  Directors  in  August  1996  and
November 1997,  respectively,  and which were  completed  during
fiscal  year  1998.  During  the  first  nine  months  of fiscal
1999, the Company  repurchased  1.4 million shares of its common
stock for an aggregate  purchase  price of  approximately  $70.1
million.   Taking   into   account   the  Board  of   Directors'
authorization  since  August  1996,  the Company  has  purchased
almost 8.9 million  shares using  approximately  $520 million in
the  process.   The  Company   suspended  its  stock  repurchase
process  early in its third  quarter  of  fiscal  1999 as softer
operating  earnings  caused its interest  coverage ratio to fall
below the Company's self-imposed limit.

Certain   of   the   Company's    operations,    primarily   its
international  subsidiaries,   occasionally  purchase  and  sell
products   in   currencies    other   than   their    functional
currencies.  This  subjects the Company to the risks  associated
with  fluctuations  of  foreign  currency  exchange  rates.  The
Company   reduces  this  risk  by  utilizing   natural   hedging
(offsetting  receivables  and  payables)  as well as by creating
offsetting  positions  through the use of  derivative  financial
instruments,  primarily forward foreign exchange  contracts with
maturities  of less than sixty  days.  The market  risk  related
to the foreign  exchange  contracts  is offset by the changes in
valuation of the  underlying  items being hedged.  The amount of
risk and the use of derivative financial  instruments  described
above is not  material to the  Company's  financial  position or
results of  operations.  Including  the recently  issued  Notes,
approximately  33%  of  the  Company's  outstanding  debt  is in
fixed  rate   instruments   and  67%  is  subject  to   variable
short-term  interest  rates.  Accordingly,  the Company  will be
impacted  by  any  change  in  short-term  interest  rates.  The
Company  does not hedge  either its  investment  in its  foreign
operations or its floating interest rate exposures.


With the year  2000  less than one year  away,  many  companies,
including  Avnet,  are having to modify their  computer  systems
and  applications   which  currently  use  two-digit  fields  to
designate a year ("Year 2000  Issue").  Management  has assessed
and  continues  to assess  the  impact of the Year 2000 Issue on
the  Company's  reporting  systems and  operations.  The Company
has  engaged  several  outside  consulting  firms  and is  using
internal  resources to perform a  comprehensive  remediation  of
the  Company's  computer  systems  before  the  year  2000.  The
Company's   remediation   plan  with  respect  to  its  critical
internal  systems  consists  of  four  phases:  (i)  high  level
assessment  of systems,  (ii) detailed  assessment,  remediation
and  unit  testing,   (iii)   deployment  and  (iv)  integration
testing.  The  Company  has  already  completed  the high  level
assessment  of the  systems  phase  and is in the  midst  of the
remaining  phases of the plan,  all of which are  expected to be
completed  by the end of fiscal  year 1999.  The costs to modify
the   existing    computer    systems   and   applications   are
significant;   however,   they  will  not  be  material  to  the
Company's  financial  position  or  results of  operations.  The
current estimate (including  potential capital  expenditures) is
in the range of $15.0  million  to $17.0  million,  of which the
Company  has  currently  incurred  or  has  committed  to  incur
approximately $11.0 million.

Management  believes that the Company's most  reasonably  likely
worst  case year 2000  scenario  would  involve  the  failure by
third  parties to provide  products  or  services to the Company
as a result of problems  experienced  by such third parties with
respect to the Year 2000  Issue.  Third  party  system  failures
could cause the Company to  experience  disruption of receipt of
products from suppliers,  interruption of telecommunication  and
transportation  services,  or  interruption  of  other  critical
services.  While  it is  unpredictable  at  this  point  in time
whether  such a worst case  scenario  is likely to occur,  it is
possible  that  any such  disruptions  of  sufficient  magnitude
could  have  a  material   adverse   effect  on  the   Company's
operations,  liquidity and financial  condition.  The Company is
in  contact  with all its major  suppliers  to  ascertain  their
progress in  implementing  year 2000  remediation.  Although the
Company  cannot  control the  efforts of the many third  parties
with  which  it  interfaces,   management   does  not  currently
anticipate  that there  will be any  significant  disruption  of
the Company's  ability to transact  business.  If, however,  the
Company  determines  that  critical  supplies or  services  from
third  parties  are in  jeopardy  as a result  of the Year  2000
Issue,   the   Company   will   immediately   adopt  or  develop
contingency  plans which are  responsive  to the  circumstances.
The  Company  has  already   developed   and  is  continuing  to
implement systems which will identify  interchangeable  products
for  many of the  products  the  Company  sells.  These  systems
would   be  an   important   part  of  the   Company's   overall
contingency  plan in the  event a  particular  supplier  becomes
unable  to  meet  the  Company's   requirements  for  delivering
products to it.

Effective on January 1, 1999, a single  European  currency  (the
"Euro") was  introduced  and  certain  member  countries  of the
European  Union   established  fixed  conversion  rates  between
their   existing   national   currencies   and  the  Euro.   The
participating  countries  adopted the Euro as their common legal
currency  on  that  date,  and  during  the  transition   period
through  January 1, 2002  either  the Euro or the  participating
country's   national   currency   will  be   accepted  as  legal
currency.  The Company is  addressing  the issues  raised by the
introduction  of the Euro  including,  among other  things,  the
potential  impact on its internal  systems,  tax and  accounting
considerations,   business  issues  and  foreign  exchange  rate
risks.  Although  management is still  evaluating  the impact of
the  Euro,   management   does  not   anticipate,   based   upon
information  currently  available,  that the introduction of the
Euro  will  have a  material  adverse  impact  on the  Company's
financial condition or results of operations.

To  capitalize   on  growing   world   markets  for   electronic
components  and computer  products,  the Company has pursued and
expects to continue to pursue  strategic  acquisitions to expand
its  business.  Management  believes  that the  Company  has the
ability to generate  sufficient  capital resources from internal
or  external   sources  in  order  to  continue  its   expansion
program.  In  addition,  as with past  acquisitions,  management
does  not  expect  that  future   acquisitions  will  materially
impact the Company's liquidity.


Currently,  the Company does not have any  material  commitments
for capital  expenditures  except for the costs  associated with
its future  Belgium  warehouse  referred  to above,  the cost of
which is  currently  estimated  to be in the range of $25 to $30
million.  The Company and the former  owners of a  Company-owned
site in  Oxford,  North  Carolina  have  entered  into a Consent
Decree  and  Court  Order  with  the  Environmental   Protection
Agency  (EPA) for the  environmental  clean-up of the site,  the
cost of which,  according  to the EPA's  remedial  investigation
and  feasibility  study, is estimated to be  approximately  $6.3
million,  exclusive  of the $1.5  million in EPA past costs paid
by the potentially  responsible  parties  (PRPs).  Pursuant to a
Consent   Decree  and  Court  Order  entered  into  between  the
Company  and the former  owners of the site,  the former  owners
have  agreed to bear at least 70% of the  clean-up  costs of the
site,  and the  Company  will be  responsible  for not more than
30% of those  costs.  In  addition,  the  Company  has  received
notice   from  a  third   party   of  its   intention   to  seek
indemnification  for  costs it may incur in  connection  with an
environmental   clean-up   at  a  site  in  Rush,   Pennsylvania
resulting   from  the  alleged   disposal  of  wire   insulation
material  at the site by a  former  unit of the  Company.  Based
upon the  information  known to date,  management  believes that
it has  appropriately  accrued in its financial  statements  for
its  share of the  costs of the  clean-up  at both of the  above
mentioned  sites.  The  Company  is  also  a PRP,  or  has  been
notified  of  claims  made  against  it,  at  an   environmental
clean-up site in Huguenot,  New York.  At this time,  management
cannot estimate the amount of its potential  liability,  if any,
for clean-up  costs in connection  with this site,  but does not
currently  anticipate  that this matter or any other  contingent
matters  will have a material  adverse  impact on the  Company's
financial condition, liquidity or results of operations.

Management  is not now aware of any  commitments,  contingencies
or events  within its  control  which may  significantly  change
its  ability  to  generate  sufficient  cash  from  internal  or
external sources to meet its needs.

Item 3.  Quantitative and Qualitative  Disclosures  About Market
Risk

See Note 1 to the  Consolidated  Financial  Statements  included
in the  Company's  Annual Report on Form 10-K for the year ended
June 26, 1998 and the  Liquidity and Capital  Resources  section
of Management's  Discussion and Analysis of Financial  Condition
and Results of Operations in Item 2 of this Form 10-Q.



                  PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K:

A. Exhibits:

   Exhibit No.


     3A(i). Certificate of Incorporation of the Company as currently in
            effect  (incorporated  herein  by  reference  to the
            Company's  Current  Report on Form 8-K bearing cover
            date of May 6, 1999, Exhibit 3(i)(b)).

     3A(ii).Certificate of Amendment of the Certificate of Incorporation of
            Avnet,  Inc.,  filed with the New York Department of
            State on February 11, 1999  (incorporated  herein by
            reference to the  Company=s  Current  Report on Form
            8-K  bearing  cover  date  of May 6,  1999,  Exhibit
            3(i)(a)).
 
     3B.    By-laws of the Company (incorporated herein by reference to the
            Company=s  Current  Report on Form 8-K bearing cover
            date of February 12, 1996, Exhibit 3(ii)).

     4.
            Note:  The  total  amount of  securities  authorized
            under any  instrument  which  defines  the rights of
            holders  of the  Company=s  long-term  debt does not
            exceed 10% of the total  assets of the  Company  and
            its   subsidiaries   on   a   consolidated    basis.
            Therefore,  none of such  instruments  are  required
            to  be  filed  as  exhibits  to  this  Report.   The
            Company   agrees   to   furnish   copies   of   such
            instruments to the Commission upon request.

    10.     Avnet 1997 Stock Option Plan (incorporated herein by 
            reference to the Company's current report on Form 8-K
            bearing a cover date of May 6, 1999, Exhibit 10).

     27.    Financial Data Schedule (electronic filings only).


B. Reports on Form 8-K

   The  Company  filed a Current  Report  on Form 8-K  bearing a
   cover date of May 6,  1999,  in which it  reported,  pursuant
   to  Item  5  of  Form  8-K,   and  whereby  it  filed  (1)  a
   Certificate  of Amendment  of the  Company's  Certificate  of
   Incorporation  filed  with  the  New  York Department  of State 
   on  February  11,  1999;  (2) a Restated Certificate  of  
   Incorporation  of the Company filed with the New York  Department
   of State on February 22, 1999;  and (3) the Avnet 1997 Stock  
   Option Plan as amended and restated on January 29, 1999.


                             S I G N A T U R E S




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










                                             Avnet,Inc.       
                                             (Registrant)


                                      By:  s/Raymond Sadowski  
                                           Raymond sadowski
                                           Senior Vice President,
                                           Chief Financial Officer
                                           and Assistant Secretary



                                      By:  s/John F. Cole      
                                           John F.Cole
                                           Controller and Principal
                                           Accounting Officer


       May 17, 1999
            Date


  

5 This schedule contains summary financial information extracted from the consolidated balance sheet and income statement and is qualified in its entirety by reference to such financial statements. 9-MOS JUL-02-1999 APR-02-1999 73,110 0 938,506 29,186 1,044,841 2,071,086 382,516 206,789 2,795,310 574,747 920,048 0 0 44,382 1,256,133 2,795,310 4,707,731 4,709,389 4,003,243 4,550,251 0 0 39,468 119,670 51,742 67,928 0 0 0 67,928 1.90 1.88