SecProbe.io

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Mail Stop 0306

      February 10, 2005

VIA U.S. MAIL and FACSIMILE

Raymond Sadowski
Chief Financial Officer
Avnet, Inc.
2211 South 47th Street
Phoenix, Arizona  85034

	RE:	Avnet, Inc.
		Form 10-K for the fiscal year ended July 3, 2004
		Filed September 8, 2004
      Forms 8-K dated October 28, 2004 and January 27, 2005
      File No. 001-04224

Dear Mr. Sadowski:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
filings
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended July 3, 2004

Liquidity and Capital Resources - Page  24

1. We refer to your response to comment 5.  Please revise future
filings to provide your definition of free cash flow.  Please also
disclose there may be difficulties in comparing your measure to
those
provided by other companies because the calculations may differ.
These disclosures should also be provided in Forms 8-K that
include
the non-GAAP measure of free cash flow.
2. As a related matter, the table on page 24 begins with a non-
GAAP
measure of net income adjusted for "non-cash and other reconciling
items."  In future filings either revise the table to eliminate
the
use of the adjusted measure of net income or expand to fully
comply
with the requirements of Item 10(e) to Regulation S-K.

Forms 8-K dated October 28, 2004 and January 27, 2005

3. We refer to your response to Comment 22. We do not believe that
the presentation of a non-GAAP statement of operations is
appropriate
unless all disclosures required by Item 10(e)(1)(i) of Regulation
S-K
are included for each separate non-GAAP measure.  Please delete
this
presentation from all future Forms 8-K.
As indicated in our previous comment, if you continue to present
non-
GAAP information, Item 2.02 of Form 8-K requires that disclosures
"furnished" include information that complies with the disclosure
requirements of Item 10(e)(1)(i) of  Regulation S-K.  Accordingly,
in
addition to the reconciliation for each non-GAAP measure, you must
also provide statements disclosing the reasons why management
believes presentation of the individual non-GAAP measures provide
useful information to investors regarding your financial condition
and results of operations.  Those disclosures should be specific
and
substantive to each individual measure.  Please confirm that you
will
revise your Forms 8-K in future periods to provide all of the
disclosures required by Item 10(e)(1)(i) for each non-GAAP measure
presented. Provide us with a full sample of your proposed
disclosure.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

You may contact Kristin Lochhead, Staff Accountant, at (202) 942-
8972
or me at (202) 942-2862 if you have any questions.  In this
regard,
do not hesitate to contact Brian Cascio, Accounting Branch Chief,
at
(202) 942-1791.

							Sincerely,

							Gary Todd
							Reviewing Accountant

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Mr. Sadowski
Avnet, Inc.
February 10, 2005
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