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March 17, 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 October 28, 2004 and January 27, 2005

File No. 001-04224

Dear Mr. Todd:

Attached please find our responses to the comments, dated February 10, 2005, 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.
As requested, we have also included an attachment which displays a sample of our proposed
prospective disclosure in response to the staff’s third comment.

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

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.

    We will modify all future filings that display free cash flow (Forms 10-K, 10-Q and 8-K) to
include our definition of free cash flow and a statement as to the difficulty in comparing our
free cash flow with free cash flow of other companies due to potential differences in the
calculation from company to company.

    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.

    In future filings, the table will begin with net income (loss) in the same manner as the
consolidated statement of cash flows. For the two primary groupings of items that are added to
(deducted from) net income (loss) to arrive at cash flows from operations, we will also include
footnotes to the table explaining the composition of those amounts. Lastly, we will enhance our
explanation leading into the table of the reasons why we feel this component of our free cash
flow analysis is also important to investors in accordance with Item 10(e) of Regulation S-K.
We have included at Attachment I an example of how this disclosure will look in future filings
using our recent second fiscal quarter Form 10-Q filing as a basis.

Form 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.

    In future filings, we will exclude the presentation of the full non-GAAP statement of operations
from our press release and related Form 8-K. Instead, we will provide individual
reconciliations of operating income, net income (loss) and diluted earnings (loss) per share,
which are the measures that management feels are important to analyze adjusted for certain
items, in the section on “Non-GAAP Financial Information.” This section will also contain
appropriate disclosure as to why management feels the non-GAAP measures are important to
investors. Because the non-GAAP measures of adjusted net income (loss) and diluted earnings
(loss) per share are essentially measures of the same net profitability performance, we have
combined this explanation for these two measures into one discussion in the non-GAAP disclosure,
rather than repeating the same disclosure two times.

    As requested, at Attachment II we have included the pertinent sections of our press release and
Form 8-K filed January 27, 2005 as it would be amended for this new approach to be applied in
future filings.

ATTACHMENT I

Cash Flow

     The following table summarizes the Company’s cash flow activity for the quarters and six
months ended January 1, 2005 and January 3, 2004, including the Company’s computation of free cash
flow and a reconciliation of this metric to the nearest GAAP measures of net income (loss) and net
cash flow from operations. Management’s computation of free cash flow consists of net cash flow
from operations plus cash flows generated from or used for purchases and sales of property, plant
and equipment, acquisitions of operations, effects of exchange rates on cash and cash equivalents
and other financing activities. Management believes that the non-GAAP metric of free cash flow is
a useful measure to help management and investors better assess and understand the Company’s
operating performance and sources and uses of cash. Management also believes the analysis of free
cash flow assists in identifying underlying trends in the business. Computations of free cash flow
may differ from company to company. Therefore, the analysis of free cash flow should be used as a
complement to, and in conjunction with, the Company’s consolidated statements of cash flows
presented in the accompanying financial statements.

     Management also analyzes cash flow from operations based upon its three primary components
noted in the table below: net income (loss), non-cash and other reconciling items and cash flow
generated from working capital. Similar to free cash flow, management believes that this breakout
is an important measure to help management and investors to understand the trends in the Company’s
cash flows, including the impact of management’s focus on asset utilization and efficiency through
reductions in the net balance of receivables, inventories and accounts payable.

    Second Quarters Ended

    Six Months Ended

    January 1,

    January 3,

    January 1,

    January 3,

    2005

    2004

    2005

    2004

    (Thousands)

    Net income (loss)

    $
    43,510

    $
    8,935

    $
    79,841

    $
    (2,424
    )

    Non-cash and other reconciling items (1)

    56,288

    46,265

    90,169

    88,363

    Cash flow generated from working capital
(excluding cash and cash equivalents)
(2)

    145,222

    36,044

    67,767

    62,365

    Net cash flow from operations

    245,020

    91,244

    237,777

    148,304

    Cash flow generated from (used for):

    Purchase of property, plant and equipment

    (9,494
    )

    (7,166
    )

    (15,740
    )

    (14,923
    )

    Cash proceeds from sales of property, plant and
equipment

    6,338

    254

    6,797

    1,306

    Acquisition of operations, net

    (60
    )

    —

    (1,105
    )

    (1,448
    )

    Effect of exchange rates on cash and cash
equivalents

    12,602

    9,895

    15,767

    13,042

    Other, net financing activities

    335

    5,744

    184

    6,497

    Net free cash flow

    254,741

    99,971

    243,680

    152,778

    Proceeds from (repayment of) debt, net

    31,816

    (31,590
    )

    (9,324
    )

    (68,796
    )

    Net increase in cash and cash equivalents

    $
    286,557

    $
    68,381

    $
    234,356

    $
    83,982

    (1)

    Non-cash and other reconciling items are the combination of depreciation and
amortization, deferred taxes, non-cash restructuring and other charges and other, net in
cash flow from operations.

    (2)

    Cash flow generated from working capital is the combination of the changes in the
Company’s working capital and other balance sheet accounts in cash flow from operations
(receivables, inventories, accounts payable and accrued expenses and other, net).

ATTACHMENT II

Non-GAAP Financial Information

In addition to disclosing financial results that are determined in accordance with generally
accepted accounting principles (“GAAP”), the Company also discloses certain non-GAAP financial
information including adjusted operating income, adjusted net income (loss) and adjusted
diluted earnings (loss) per share. The non-GAAP financial information is used to reflect the
Company’s results of operations excluding certain items that have arisen from restructuring
activities in the periods presented.

Management believes operating income adjusted for restructuring charges is useful to investors
to assess and understand operating performance, especially when comparing results with previous
periods or forecasting performance for future periods, primarily because management views the
excluded items to be outside of Avnet’s normal operating results. Management analyzes
operating income without the impact of restructuring costs as an indicator of on-going
operating margin performance and underlying trends in the business. Management also uses this
non-GAAP measure to establish operational goals and, in some cases, for measuring performance
for compensation purposes.

Management similarly believes net income and diluted earnings per share adjusted for the
after-tax impact of restructuring costs is useful to investors because it provides a measure of
the Company’s net profitability on a more comparable basis to historical periods and provides a
more meaningful basis for forecasting future performance. Additionally, because of
management’s focus on generating shareholder value, of which net profitability is a primary
driver, management believes net income (loss) and diluted EPS excluding the after-tax impact of
restructuring charges provides an important measure of the Company’s net results of operations
for the investing public.

However, analysis of results and outlook on a non-GAAP basis should be used as a complement to,
and in conjunction with, data presented in accordance with GAAP.

For the periods presented in this release, restructuring charges only impacted the prior fiscal
year periods. Reconciliations of the Company’s reported results to the results adjusted for
these items are included in the following table (in thousands, except for per share data) along
with comparable data for the current fiscal year periods:

    Second Quarters Ended

    First Halves Ended

    January 1, 2005

    January 3, 2004

    January 1, 2005

    January 3, 2004

    Operating Income

    As reported

    $
    83,978

    $
    34,224

    $
    157,049

    $
    42,617

    Restructuring charges

    —

    23,465

    —

    55,618

    As adjusted

    $
    83,978

    $
    57,689

    $
    157,049

    $
    98,235

    Net Income (Loss)

    As reported

    $
    43,510

    $
    8,935

    $
    79,841

    $
    (2,424
    )

    Restructuring charges,
net of tax

    —

    16,351

    —

    38,537

    As adjusted

    $
    43,510

    $
    25,286

    $
    79,841

    $
    36,113

    Diluted EPS

    As reported

    $
    0.36

    $
    0.07

    $
    0.66

    $
    (0.02
    )

    Restructuring charges,
net of tax

    —

    0.14

    —

    0.32

    As adjusted

    $
    0.36

    $
    0.21

    $
    0.66

    $
    0.30

ATTACHMENT II

AVNET, INC.

(MILLIONS EXCEPT PER SHARE DATA)

    SECOND QUARTERS ENDED

    JANUARY 1,

    JANUARY 3,

    2005

    2004 (1)

    Sales

    $
    2,883.2

    $
    2,554.5

    Income before income taxes

    62.8

    12.9

    Net income

    43.5

    8.9

    Net income per share:

    Basic

    $
    0.36

    $
    0.07

    Diluted

    $
    0.36

    $
    0.07

    FIRST HALVES ENDED

    JANUARY 1,

    JANUARY 3,

    2005 (2)

    2004 (1)(2)

    Sales

    $
    5,483.2

    $
    4,962.1

    Income (loss) before income taxes

    115.3

    (3.5
    )

    Net income (loss)

    79.8

    (2.4
    )

    Net income (loss) per share:

    Basic

    $
    0.66

    ($
    0.02
    )

    Diluted

    $
    0.66

    ($
    0.02
    )

    (1)

    The results for the second quarter and first half of fiscal 2004 shown
above include the impact of restructuring charges recorded primarily in
connection with cost cutting initiatives and the combination of the
Computer Marketing and Applied Computing operating groups into one
operating group called Avnet Technology Solutions. These charges included
severance costs, charges for consolidation of certain owned and leased
facilities, write-offs of certain capitalized IT-related initiatives and
the impairment of certain owned assets in the Company’s European
operations. For the second quarter of fiscal 2004, these restructuring
charges amounted to $23.5 million pre-tax, $16.4 million after-tax and
$0.14 per diluted share. For the first half of fiscal 2004, these
restructuring charges amounted to $55.6 million pre-tax, $38.5 million
after-tax and $0.32 per diluted share. See Non-GAAP Financial Information
included herein for further disclosure of the impact of these
restructuring charges.

    (2)

    Due to Avnet’s fiscal calendar, the first half ended January 1, 2005
contained 26 weeks while the first half ended January 3, 2004 contained 27
weeks.

ATTACHMENT II

AVNET, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(THOUSANDS EXCEPT PER SHARE DATA)

    SECOND QUARTERS ENDED

    FIRST HALVES ENDED

    JANUARY 1,

    JANUARY 3,

    JANUARY 1,

    JANUARY 3,

    2005

    2004 (1)

    2005 (2)

    2004 (1) (2)

    Sales

    $
    2,883,155

    $
    2,554,460

    $
    5,483,156

    $
    4,962,110

    Cost of sales

    2,509,275

    2,225,301

    4,759,666

    4,323,854

    Gross profit

    373,880

    329,159

    723,490

    638,256

    Selling, general and administrative
expenses

    289,902

    271,470

    566,441

    540,021

    Restructuring charges (1)

    —

    23,465

    —

    55,618

    Operating income