ARROW ELECTRONICS, INC.

               This Proxy is Solicited by the Board of Directors.
             PROXY for Annual Meeting of Shareholders, May 14, 1996

    The undersigned hereby appoints Stephen P. Kaufman,  Robert E. Klatell,  and
John C. Waddell,  and any one or more of them, with full power of  substitution,
as proxy or  proxies  of the  undersigned  to vote all  shares of stock of ARROW
ELECTRONICS,  INC. which the undersigned would be entitled to vote if personally
present at the Annual  Meeting of  Shareholders  to be held on May 14, 1996,  at
11:00  A.M.,  New York City time,  at  Chemical  Banking  Corporation,  270 Park
Avenue,  New York, New York, or any  adjournments  thereof,  as set forth on the
reverse hereof:

            Please Return This Proxy Promptly in the Enclosed Envelope






                                 Please mark
                                 your votes as
                                 indicated in
                                 this example          [X]




1.       Authority to vote FOR the election of directors in accordance  with the
         accompanying Proxy Statement.

         FOR                 WITHHOLD
         all                 for all
       nominees              nominees
          []                    []

         Management recommends a vote FOR

         NOMINEES:
         Daniel W. Duval            Karen Gordon Mills
         Carlo Giersch              Richard S. Rosenbloom
         Stephen P. Kaufman         Robert S. Throop
         Roger King                 John C. Wadell
         Robert E. Klatell


         (INSTRUCTION: To withhold authority to vote for any individual
         nominee write that nominee's name in the space provided below.)


         --------------------------------------------------


2.       Authority to vote FOR the        FOR          AGAINST          ABSTAIN
         adoption of a proposed            []            []                []
         amendment to the
         Certificate of Incorporation
         of Arrow Electronics, Inc. to
         increase the number of
         authorized shares of
         common stock from
         80,000,000 to
         120,000,000.

3.       Ratification of the              FOR          AGAINST          ABSTAIN
         appointment of Ernst &            []            []                []
         Young as independent
         auditors of the books and
         accounts of Arrow for the
         fiscal year ending December
         31, 1996.

4.       In  accordance  with their  discretion  upon such other  matters as may
         properly come before the meeting or any adjournments thereof.

         This proxy is being  solicited by the  management  and will be voted as
         specified.  If not  otherwise  specified,  it  will  be  voted  for the
         election of directors and for the proposals described in Items 2, 3 and
         4 above.

         Dated:__________________________________________________________, 1996


         ______________________________________________________________________
         Signature of Shareholder(s)


         ______________________________________________________________________
         Signature of Shareholder(s)

         Please  sign  exactly  as name  appears  to the left.  When  signing as
         attorney, administrator, executor, guardian or trustee, please add your
         full  title as such.  If shares  are  registered  in the names of joint
         tenants or trustees, each joint tenant or trustee should sign.