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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M  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):    January 31, 2003

A V N E T, I N C.

New York

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

Not Applicable

 

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	Item 5. Other Events and Regulation FD Disclosure
	Item 7. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
8-K
EX-4.2
EX-5
EX-12

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Item 5. Other Events and Regulation FD Disclosure.

          On January 31, 2003, the Registrant sold $475,000,000 aggregate principal amount of its 9 3/4% Notes due 2008 (the “Notes”) in an underwritten public offering pursuant to the Registrant’s Registration Statement on Form S-3, Registration No. 333-39530 (the “Registration Statement”).

Item 7. Financial Statements and Exhibits.

          (c)     Exhibits:

          The exhibits listed below relate to the Registration Statement:

Exhibit Number		Description of Exhibit
1		Pricing Agreement dated January 31, 2003, between the Registrant and Credit Suisse First Boston LLC and Banc of America Securities LLC (included in Exhibit 4.2 below as Exhibit C thereto).
4.1		Indenture dated as of October 1, 2000, between the Registrant and Bank One Trust Company, N.A., as Trustee, providing for the issuance of Debt Securities in one or more series, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K bearing cover date of October 12, 2000, and incorporated herein by reference.
4.2		Officers’ Certificate dated February 4, 2003, providing for the Notes, including (a) the form of the Notes, and (b) the Pricing Agreement referred to in Exhibit 1 above.
5		Opinion of David R. Birk with respect to the legality of the Notes.
12		Computation of ratios of earnings to fixed charges.

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SIGNATURE

     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.
Date: February 5, 2003	By:	/s/ Raymond Sadowski
			Raymond Sadowski Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number		Description of Exhibit
1		Pricing Agreement dated January 31, 2003, between the Registrant and Credit Suisse First Boston LLC and Banc of America Securities LLC (included in Exhibit 4.2 below as Exhibit C thereto).
4.1		Indenture dated as of October 1, 2000, between the Registrant and Bank One Trust Company, N.A., as Trustee, providing for the issuance of Debt Securities in one or more series, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K bearing cover date of October 12, 2000, and incorporated herein by reference.
4.2		Officers’ Certificate dated February 4, 2003, providing for the Notes, including (a) the form of the Notes, and (b) the Pricing Agreement referred to in Exhibit 1 above.
5		Opinion of David R. Birk with respect to the legality of the Notes.
12		Computation of ratios of earnings to fixed charges.

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