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January 25, 2005

Mr. Gary Todd

Reviewing Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, DC 20549

    Re:

    Avnet, Inc.

Form 10-K for the fiscal year ended July 3, 2004 filed September 8, 2004

Forms 8-K dated August 11, 2004 and October 28, 2004

File No. 001-04224

Dear Mr. Todd:

Attached please find our responses to the comments, dated December 14, 2004, of the staff of the
Securities and Exchange Commission on the above referenced filings for Avnet, Inc. As requested,
we have tried to be as detailed as necessary in each of our responses with supplemental information
provided as requested and as necessary to help explain the nature of our disclosures. For the
staff’s convenience, we have included the staff’s original comment prior to each of our responses.

We acknowledge that Avnet, Inc. is responsible for the adequacy and accuracy of the disclosure in
our filings and that the staff’s comments, or changes to disclosure in response to the staff’s
comments, do not foreclose the Commission from taking any action with respect to the filings
reviewed by the staff. Furthermore, we acknowledge that Avnet, Inc. may not assert the staff’s
comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

If any of our responses require further explanation, please do not hesitate to contact me at (480)
643-7764. You may alternatively contact Michael Zilis, Corporate Controller, at (480) 643-7209, or
Neil Taylor, Deputy General Counsel, at (480) 643-7101.

We look forward to working with you in completion of your review of the above referenced filings.

Very truly yours,

/s/ Raymond Sadowski

Raymond Sadowski

Senior Vice President,

Chief Financial Officer and

Principal Accounting Officer

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

Management’s Discussion and Analysis

Results of Operations – Page 13

    1.
    While we see that you sometimes refer to the benefits from restructuring plans in discussing
operating results, you should expand future filings to more fully comply with the disclosure
requirements of SAB Topic 5-P. Under that guidance you should quantify the expected effects
of restructuring activities on future earnings and cash flows and indicate the period or
periods in which the effects are expected to be recognized. You should identify the various
types of expense items impacted, such as depreciation expense, salaries expense and other
similar items and quantify the anticipated impact upon the individual line items of the
financial statements. If cost savings are expected to be offset by anticipated increases in
other expenses or by reduced revenues, that fact should be disclosed, as well. In later
periods, you should quantify the actual savings realized. If anticipated savings are not
achieved, or are achieved in later periods, MD&A should discuss that outcome, its reasons, and
its likely effects on future operating results and liquidity. This comment applies to your
interim filings as well. Please apply in all future filings and for all future charges.

    In the case of the restructuring activities disclosed in our Form 10-K for the period ended July
3, 2004, we had previously disclosed (most recently in our Form 10-Q for the quarterly period
ended April 3, 2004) that the total savings from these activities were anticipated to be
approximately $90 million on an annualized basis. These annualized savings were materially
achieved by the end of our fiscal 2004 as planned so, rather than discussing these cost savings
in detail in the Restructuring and Other Charges section, we instead incorporated discussion of
this benefit into the discussion of our selling, general and administrative expenses.
Substantially all savings from these restructuring efforts impacted selling, general and
administrative expenses. In future filings, we will better quantify and disclose the expected
effects of any new restructuring activities on future earnings and cash flows and the types of
expense items that will be reduced as well as any offsets by anticipated increases in other
expenses or reduced revenues. We will also disclose the period or periods in which the effects
are expected to be recognized.

    2.
    With respect to facilities charges, for each exit plan please disaggregate to separately
disclose the amounts for accrued exit liabilities and non-cash write-downs. Except where not
material, for company owned assets, make disclosure about how you measured fair value and the
disposition of the related assets. As a related matter, in light of the magnitude of the
facilities charges in recent periods, we believe that you should make more specific and
detailed disclosure about the facilities identified for closure, including more detail about
the facts and circumstances leading management to exit the identified facilities and
consolidate their operations. Please expand in future filings and for all future charges.

    We have historically addressed the quantification of non-cash versus cash charges in the
disclosure that appears in the paragraph immediately following the table in footnote 17 (page
61). These amounts are also separately stated in our statement of cash flows. In future
filings, we will include disclosure to this effect in the MD&A as well. Furthermore, we will
more explicitly disaggregate any facilities charges that relate to accrued exit liabilities from
those associated with non-cash write-downs. Finally, in instances where material owned assets
are written down, we will include discussion of how the fair value of the assets was measured
and how the assets were or are to be disposed of.

With respect to further disclosure regarding facilities-related charges, we have typically
limited the discussion of the nature of the facilities exited to a somewhat high level because
there are typically numerous and individually immaterial facilities that make up the total
facilities-related charge. For instance, in the disclosure of restructuring charges recorded in
fiscal 2004, on page 17 of our Form 10-K for the year ended July 3, 2004, we disclosed:

“Management also identified a number of facilities for consolidation primarily in
the Americas and EMEA regions. These facilities generally related to certain logistics
and warehousing operations as well as certain administrative facilities across both
operating groups and at the corporate level.”

In future filings, we will attempt to expand this disclosure to discuss further specifics
regarding the larger components of the facilities-related charges, including discussion of the
facts and circumstances leading management to exit the identified facilities.

    3.
    We see that your exit plans regularly include material charges for impairment of IT related
assets. In future filings please make more specific disclosure about the initiatives
terminated, including more specific detail about “why” you elected to terminate the underlying
initiatives. Please also make disclosure about the disposition of the underlying assets – for
instance, what happened to the hardware? If these charges include significant amounts for
capitalized internal costs (for instance, salaries), please expand to clarify in the
disclosure and quantify where material.

    Avnet’s IT-related restructuring charges in recent years have related to writeoffs of
capitalized hardware, software and, in some cases, software licenses. In all instances, we have
disclosed which of these categories of assets are included in the charge. In future filings, we
will include additional discussion of the disposition of these assets. Avnet does not typically
have significant labor capitalized in its IT-related assets so any such costs included in a
charge would not be material.

    Similar to our response to comment number 2 above, we were more general in our disclosure as to
why we elected to terminate certain IT-related initiatives because there were a number of
IT-related initiatives included in these charges, any one of which would be immaterial on a
standalone basis. For instance, on page 17 of our Form 10-K for the year ended July 3, 2004, we
disclosed “Management also evaluated and elected to discontinue a number of IT-related
initiatives that, in light of recent business restructurings, no longer met the Company’s return
on investment standards for continued use or deployment.” In future filings, we will attempt to
expand such disclosures to discuss further specifics regarding the larger components of the
IT-related charges, including discussion of the facts and circumstances leading management to
identify these assets for disposal.

    4.
    In future filings please make more detailed and specific disclosure about the status of exit
actions at each year-end. We see that you’ve made disclosure about the status and timing of
exit cost accruals, but that the status of the underlying exit actions is not always apparent.
For instance, we see significant charges for facility consolidations in 2004. Are those
consolidations complete? Have the identified facilities been closed? If not, when do you
expect to complete the closures? As well, are severance actions complete? Have identified
employees in fact been terminated? If not, when do you expect to complete the termination
actions? Please apply in all future filings and for all future charges.

    Because the recognition requirements for operating lease liabilities and facility-related
charges under SFAS No. 146 are driven more by a “cease-use” date rather than the commitment date
approach of EITF 94-3, we have been less explicit in directly stating that all facility
consolidations have been completed because, pursuant to SFAS No. 146, we need to have exited a
facility or the applicable portion thereof to record the charge. With respect to severance, the
significant majority of severance costs are related to employees that have already been
terminated by the end of the period in which the charge is recorded. However, there are certain
less material instances where employees have not yet left Avnet at the time the obligation to
pay them severance is recorded. Our disclosure under the sub-heading Status of Restructuring
Reserves on page 19 of our Form 10-K for the year-ended July 3, 2004 was meant to cover this
concern in part in that it discloses when our various reserves will be utilized based upon the
payment terms of the underlying contractual obligation. However, in future filings, to the
extent there are any material reserves related to employees not yet terminated or any other
similar circumstances, we will quantify the amount in our disclosure in addition to including a
more definitive statement as to the status of restructuring activities.

Liquidity and Capital Resources – Page 24

    5.
    We see the presentation of free cash flow in the discussion of annual cash flows. Note that
free cash flow does not have a uniform definition and its title does not describe how it is
calculated. Accordingly, please include a clear description of its calculation. In addition,
all material limitations of the measure should be disclosed. Please comply in future filings.

    While there are varying definitions of free cash flow, the table on page 24 of our Form 10-K for
the year ended July 3, 2004 portrays how Avnet computes free cash flow and also provides a
reconciliation to the most closely-related GAAP measure of total increase/decrease in cash and
cash equivalents directly from Avnet’s consolidated statement of cash flows. Each component of
free cash flow as defined in the table on page 24 is derived directly from Avnet’s consolidated
statements of cash flows. The table presents, as part of its non-GAAP to GAAP reconciliation,
the only cash flow items excluded from the computation (financing activities related to
borrowings or repayment of debt and similar financing facilities) in an effort to provide an
overview of the sources and uses of cash and underlying trends in the business. We have also
disclosed in the paragraph preceding the table on page 24 the reasons why management believes
this non-GAAP metric is a valuable tool for analyzing the Company’s cash flows and liquidity.
As a result, we believe that our disclosures are in compliance with the requirements of
Regulation S-K and management does not view any material limitations in its measure of free cash
flow.

    6.
    We see that your operating results (as measured by net income (loss) before the cumulative
effect of the accounting change in 2002) have improved in each of the three years presented,
while cash flows from operations has decreased in each year over that same period. In future
filings, please specifically address that unusual relationship in the discussion of cash flows
from operations.

    We have attempted to address this relationship in the cash flow discussion on pages 24 and 25 of
our Form 10-K for the year ended July 3, 2004 where we discuss the impact of an up-cycle in the
electronic components industry on the Company’s working capital (i.e., most notably, the growth
of accounts receivable and inventory during an up-cycle). However, in future filings, we will
make a more direct link between the Company’s overall operating performance, as measured in its
statements of operations, to its cash flows.

Quantitative and Qualitative Disclosures about Market Risk – Page 29

    7.
    In future filings please provide summarized comparable information for the preceding fiscal
year as required by Item 305 of Regulation S-K.

    In future filings, we will provide summarized comparable information for the preceding fiscal
year as required by Item 305 of Regulation S-K.

Consolidated Financial Statements

Consolidated Statements of Cash Flows – Page 39

    8.
    The sub-total of net income and “non-cash and other reconciling items” is not contemplated in
FAS 95. As well, that measure appears to be a non-GAAP measure embedded on the face of the
statement of cash flows. Pursuant to Item 10(e)(ii)(C) to Regulation S-K you may not present
a non-GAAP measure on the face of the basic financial statements. Please delete the
referenced sub-total from all future filings.

    The subtotal referred to above has historically been included as management views this as a
useful measure of the impacts on cash flows of income prior to the cash flows associated with
working capital. Management views this as an especially useful measure in light of the
relationship between positive operating results and operating cash flows as noted in the
Commission’s comment number 6 above. However, in light of Item 10(e)(1)(ii)(C) of Regulation
S-K, we will omit this subtotal in future filings. To the extent management believes discussion
of this measure is important in analyzing its business, we will instead include such in our
liquidity and free cash flow analysis (see comment 5 above), including appropriate
reconciliations to the most appropriate GAAP measure.

Note 1. Summary of Significant Accounting Policies – Page 40

Long-lived Assets

    9.
    Please expand future filings to make more detailed and specific disclosure about how you
identify and measure impairment of long-lived assets. Also make disclosures about how you
measure fair value and describe the nature and extent of estimates and uncertainties that are
inherent to that process. With respect to your methods and related estimates and
uncertainties, please consider whether you should make more robust critical accounting
estimates disclosure.

    In future filings, we will expand the disclosure in our Summary of Significant Accounting
Policies footnote to disclose how Avnet identifies and measures impairment of long-lived assets.
Based upon the materiality of Avnet’s net property, plant and equipment (3.9% of total assets
at July 3,