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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                (AMENDMENT NO. 1)

(Mark One)

         X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        ---       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 1997.
                               -----------------

                                       OR

        ---       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________.

Commission file number 0-5734
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                       Pioneer-Standard Electronics, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                                         
     Ohio                                                     34-0907152
- -------------------------------                      ------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer Identification No.)
  incorporation or organization)



4800 East 131st Street, Cleveland, OH                   44105   
- -------------------------------------                ---------  
(Address of principal executive offices)             (Zip code)


Registrant's telephone number, including area code:  (216) 587-3600
                                                     --------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X   No
    ---    --

Indicate the number of shares outstanding of each of the issuer's classes of
Common Shares, as of the latest practical date. COMMON SHARES, WITHOUT PAR
VALUE, AS OF FEBRUARY 3, 1998: 26,327,179. (Excludes 4,780,000 Common Shares
subscribed by the Pioneer Stock Benefit Trust.)
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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

         Number   Description
         ------   -----------

         4.1      First Amendment to Credit Agreement, dated as of June 30,
                  1997, by and among Pioneer-Standard Electronics, Inc.,
                  National City Bank, the Banks identified on the signature
                  pages thereto and National City Bank as Agent (filed
                  herewith).

         4.2      Second Amendment to Credit Agreement and Extension of Facility
                  Termination Date, dated as of November 10, 1997, by and among
                  Pioneer-Standard Electronics, Inc., National City Bank, the
                  Banks identified on the signature pages thereto, and National
                  City Bank as Agent (filed herewith).

         27       Financial Data Schedule



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                                   SIGNATURES

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 thereunto duly authorized.

                                      PIONEER-STANDARD ELECTRONICS, INC.



Date:  March 17, 1998                            James L. Bayman
                                      ----------------------------------------
                                                 Chairman and CEO


Date:  March 17, 1998                             John V. Goodger
                                      -------------------------------------
                                              Vice President & Treasurer