SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 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): August 23, 2001



                            WESCO International, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                    001-14989              25-1723345
 ----------------------------        --------------        -----------------
 (State or other jurisdiction        (Commission             (IRS Employer
      of incorporation)              File Number)          Identification No.)


                       Commerce Court,
              Four Station Square, Suite 700
                  Pittsburgh, Pennsylvania                     15219
         ----------------------------------------            ----------
         (Address of principal executive offices)            (Zip code)


       Registrant's telephone number, including area code: (412) 454-2200




                                Page 1 of 3 pages





Item 5.  Other Events.

         On August  23,  2001,  WESCO  Distribution,  Inc.  (the  "Company"),  a
wholly-owned  subsidiary of WESCO International,  Inc., completed an offering of
$100,000,000  in aggregate  principal  amount of senior  subordinated  notes due
2008.  The notes  were  issued  with an issue  price of  90.142%.  The notes are
unconditionally guaranteed by WESCO International, Inc.

         The net proceeds  received  by  the  Company  from  the  offering  were
approximately $87.6 million after deducting the initial purchasers' discount and
before offering  expenses.  The net proceeds were used to repay a portion of the
outstanding indebtedness of the Company under its revolving credit facility.

         The notes offered have not been registered  under the Securities Act of
1933 or the securities laws of any other  jurisdiction and may not be offered or
sold  absent  registration  or an  exemption  from any  applicable  registration
requirements.

Item 7.  Financial Statements and Exhibits.

         (a)   Financial Statements of businesses acquired.

               Not applicable.

         (b)   Pro forma financial information.

               Not applicable.

         (c)   Exhibits.  The following exhibits are filed with this Current
               Report on Form 8-K:

               None.




                                Page 2 of 3 pages




                                    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 hereunto duly authorized.


                                            WESCO INTERNATIONAL, INC.




Dated:  August 27, 2001                     By: /s/ Stephen A. Van Oss
                                                ---------------------------
                                                Stephen A. Van Oss
                                                Chief Financial Officer






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