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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):      March 2, 2004

AVNET, INC.


(Exact name of registrant as specified in its charter)

New York


(State or other jurisdiction of incorporation)
     
1-4224   11-1890605

(Commission File Number)   (I.R.S. Employer Identification No.)
     
2211 South 47th Street, Phoenix, Arizona   85034

(Address of principal executive offices)   (Zip Code)

(480) 643-2000


(Registrant’s telephone number, including area code)

Not Applicable


(Former name or former address if changed since last report)

 


TABLE OF CONTENTS

Item 5. Other Events and Required FD Disclosure
Item 7. Financial Statements and Exhibits
 S I G N A T U R E
 EX-1
 EX-99

Item 5. Other Events and Required FD Disclosure

     On March 2, 2004, Avnet, Inc. issued a press release announcing the pricing of its public offering of $270 million aggregate principal amount of 2% Convertible Senior Debentures due 2034 (the “Debentures”). A copy of the press release is attached hereto as Exhibit 99 and is incorporated by reference herein.

     The Debentures are being offered pursuant to an Underwriting Agreement, dated March 1, 2004, among the Company and the underwriters listed therein.

Item 7. Financial Statements and Exhibits

     (c) Exhibits

     The following exhibits are filed with this report on Form 8-K:

     
Exhibit Number   Exhibit Description

 
1   Underwriting Agreement, dated March 1, 2004, by and among Avnet, Inc. and the underwriters listed therein with respect to the issuance and sale of the Debentures.
     
     
99   Press release of Avnet, Inc., dated March 2, 2004, announcing the pricing of the Debentures.

S I G N A T U R E

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

             
    AVNET, INC. (Registrant)
             
Date: March 2, 2004   By:   /s/ Raymond Sadowski    
       
   
        Raymond Sadowski    
        Senior Vice President and    
        Chief Financial Officer