U.S. Securities and Exchange Commission
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))

TECH DATA CORPORATION
------------------------------------------------
(Name of Registrant as Specified in Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

[TECH DATA LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DATE: June 19, 2001
TIME: 4:30 p.m.
PLACE: Tech Data Corporation
5350 Tech Data Drive
Clearwater, Florida 33760
(727) 539-7429

MATTERS TO BE VOTED ON:

1. Elect two directors for three year terms.
2. Any other matters properly brought before the shareholders at the meeting.

By order of the Board of Directors,

Arthur W. Singleton
Corporate Vice President, Treasurer and Secretary

May 22, 2001

TECH DATA CORPORATION
5350 Tech Data Drive
Clearwater, FL 33760

PROXY STATEMENT

The accompanying proxy is solicited by the Board of Directors of Tech
Data Corporation (the "Company") for the 2001 Annual Meeting of Shareholders
("Annual Meeting") to be held on Tuesday, June 19, 2001 at 4:30 p.m., or any
adjournment thereof. Your vote at the Annual Meeting is important to us. Please
vote your shares and complete, sign and return the enclosed proxy form. This
proxy statement, proxy and Annual Report of the Company were mailed on or about
May 22, 2001.

GENERAL INFORMATION

WHO CAN VOTE?

You can vote your shares if our records show that you owned the shares
on April 27, 2001. Each outstanding share of Common Stock is entitled to one
vote. There were 54,072,490 outstanding shares of Common Stock entitled to vote
as of April 27, 2001.

HOW DO I VOTE?

You can vote in person or by proxy. Follow the instructions on the proxy
to vote for the matters to be considered at the annual meeting. The proxyholders
named on the proxy will vote your shares as you instruct. If you vote by proxy
and later are able to attend the Annual Meeting in person you may revoke the
proxy and vote at the meeting.

CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

Yes. At any time before the vote on a proposal, you can change your vote
either by giving the Company's Secretary a written notice revoking your proxy or
by signing, dating and returning to us a new proxy. We will honor the proxy with
the latest date.

HOW ARE VOTES COUNTED?

A quorum must be present for the transaction of business. A quorum is
present if the holders of a majority of the outstanding shares of Common Stock
entitled to vote are present in person or represented by proxy.

Abstentions will be counted as present shares for quorum purposes but
will be considered negative votes for voting purposes.

Shares held by nominees for beneficial owners will be counted for
quorum purposes if the nominee has the discretion to vote on at least one of the
matters presented, even if the beneficial owner has not given the nominee voting
instructions (a "broker non-vote"). Because abstentions will be counted as
shares that are present at the meeting, abstentions will be the equivalent of
negative votes. Broker non-votes will be counted as votes for, not against,
matters presented for shareholder consideration.

WHAT WILL BE VOTED ON AT THE MEETING?

The business to be voted on at this year's Annual Meeting is to elect
two directors to serve for terms of three years, both to serve until their
successors are duly qualified and elected. Under Florida corporate law, if a
quorum exists, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election. The biographies of all directors,
including the nominated directors, are provided herein.

WHAT IF OTHER MATTERS COME UP AT THE ANNUAL MEETING?

The matters described in this proxy statement are the only matters we
know will be voted on at the Annual Meeting. Any other matters properly
presented at the meeting will be voted on by the proxyholders as they see fit.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of April 27, 2001, by (i)
each person known by the Company to own beneficially more than 5% of the shares
of the Company's Common Stock, (ii) each of the Company's directors, (iii) the
Company's Executive Officers (as defined under "Executive Compensation"), and
(iv) such directors and all executive officers as a group.

NAME OF AMOUNT AND PERCENT OF
BENEFICIAL OWNER(1) NATURE OF BENEFICIAL OWNERSHIP(2) CLASS
- ------------------- --------------------------------- ----------

Charles E. Adair 26,500 (3) *
Maximilian Ardelt 5,900 (4) *
Nestor Cano 42,177 (5) *
James M. Cracchiolo 3,500 (6) *
Timothy J. Curran 57,860 (7) *
Daniel M. Doyle 17,500 (8) *
Jeffery P. Howells 140,515 (9) *
Kathy Misunas 3,000 (10) *
Edward C. Raymund 259,970 (11) *
Steven A. Raymund 3,069,580 (12) 5.6%
David M. Upton 7,920 (13) *
Graeme Watt 7,590 (14) *
John Y. Williams 12,500 (15) *
All executive officers and directors
as a group (29 persons) 4,324,424 (16) 7.8%
AXA Assurances I.A.R.D. Mutuelle 7,774,524 (17) 14.4%
370, rue Saint Honore
75001 Paris, France
FMR Corp. 6,158,440 (18) 11.4%
82 Devonshire Street
Boston, Massachusetts 02109

* Beneficial ownership represents less than 1% of the Company's outstanding
shares of Common Stock.

(1) The address for all of the above-listed beneficial owners (except as
otherwise set forth) is: 5350 Tech Data Drive, Clearwater, Florida 33760.

(2) Under the rules of the Securities and Exchange Commission, a person is
deemed to be a "beneficial owner" of a security if that person has or
shares "voting power", which includes the power to vote or to direct the
voting of such security, or "investment power", which includes the power to
dispose of or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which that person has
the right to acquire beneficial ownership within sixty (60) days. Under
these rules, more than one person may be deemed to be a beneficial owner of
the same securities and a person may be deemed to be a beneficial owner of
securities as to which he has no beneficial interest.

(3) Includes 11,500 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001.

(4) Includes 5,500 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001. Pursuant to
a Share Purchase Agreement, dated April 14, 1998, between Klockner & Co. AG
("Klockner") and the Company regarding the Company's acquisition of certain
shares in Computer 2000 AG, E.ON AG (formerly known as VIAG AG), the
ultimate parent of Klockner, became entitled to nominate one individual to
the Board of Directors of the Company. E.ON AG nominated Maximilian Ardelt
to sit on the Company's Board of Directors. AVIGA GmbH (a subsidiary of
E.ON AG) is the current beneficial owner of 980,945 shares of the Company's
common stock and $300,000,000 principal amount of the Company's 5%
Convertible Subordinated Debentures, due 2003, which are convertible into
5,333,100 shares of the Company's common stock. Mr. Ardelt disclaims
beneficial ownership of such securities owned by AVIGA GmbH.

(5) Includes 42,100 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001. Also
includes 77 shares in his Tech Data Corporation 401(k) Savings Plan (the
"401(k) Savings Plan") account.

(6) Includes 3,500 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001.

(7) Includes 57,482 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001. Also
includes 378 shares in his 401(k) Savings Plan account.

(8) Includes 17,500 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001.

(9) Includes 123,450 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001. Also
includes 1,805 shares in his 401(k) Savings Plan account.

(10) Includes 1,000 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001.

(11) Includes 186,592 shares owned by a trust of which he is the trustee and
64,750 shares owned by a partnership of which he is a general partner.

(12) Includes 798,480 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001; includes
2,091,540 shares owned by a partnership which is indirectly owned by Mr.
Raymund; includes 28,500 shares owned by inter vivos trusts of which he is
a trustee; and includes 149,060 shares held in his 401(k) Savings Plan
account.

(13) Includes 7,500 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001.

(14) Includes 7,590 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001.

(15) Includes 7,500 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001.

(16) Includes 1,586,645 shares that may be acquired upon the exercise of stock
options which are exercisable within 60 days of April 27, 2001. Also
includes 164,285 shares held in the 401(k) Savings Plan accounts of the
Company's executive officers.

(17) Based on information provided in a Schedule 13G (Amendment No. 1) dated
February 12, 2001 filed with the Securities and Exchange Commission by AXA
Assurances I.A.R.D. Mutuelle ("I.A.R.D.") and certain related entities
(collectively, the "AXA Entities"). Each of I.A.R.D., AXA Assurances Vie
Mutuelle ("Vie"), AXA Conseil Vie Assurance Mutuelle ("Conseil"), AXA
Courtage Assurance Mutuelle ("Courtage"), AXA ("AXA"), and AXA Financial,
Inc. ("AXA Financial") (through its subsidiary Alliance Capital Management
L.P. ("Alliance")) shares voting power with respect to 895,070 shares. Each
of the AXA Entities has sole voting power with respect to 4,486,818 shares
and sole dispositive power with respect to 7,774,524 shares. On October 2,
2000, Alliance acquired beneficial ownership of the shares of Tech Data
Corporation that were formerly beneficially owned by Sandford C. Bernstein
& Co., Inc. ("Bernstein") through Alliance's acquisition of the investment
advisory assets of Bernstein. Pursuant to such acquisition, Bernstein
assigned its investment management agreements to Alliance. Accordingly,
ownership of these shares are reflected in the filings of AXA Financial,
the parent company of Alliance.

(18) Based on information provided in a Schedule 13G (Amendment No. 1) dated
April 10, 2001 filed with the Securities and Exchange Commission by FMR
Corp. ("FMR"), Edward C. Johnson 3d ("Mr. Johnson"), and Abigail P. Johnson
("Ms. Johnson"). Fidelity Management & Research Company ("Fidelity"), a
wholly-owned subsidiary of FMR, is the beneficial owner of 5,355,100 shares
of common stock as a result of acting as investment advisor to various
investment companies. Mr. Johnson, FMR (through its control of Fidelity)
and various funds each has sole power to dispose of 5,355,100 shares owned
by such funds. Neither FMR nor Mr. Johnson has the sole power to vote or
direct the voting of the shares owned directly by the Fidelity funds, which
power resides with the funds' Boards of Trustees. Fidelity carries out the
voting of the shares under written guidelines established by the funds'
Boards of Trustees. Fidelity Management Trust Company ("Fidelity
Management"), a wholly-owned subsidiary of FMR, is the beneficial owner of
803,340 shares as a result of its serving as investment manager for various
institutional accounts. Mr. Johnson and FMR (through its control of
Fidelity Management) each has sole dispositive power over, and the sole
power to vote or to direct the voting of 803,340 shares held by such
institutional accounts. In addition, members of the Johnson family,
including Mr. Johnson and Ms. Johnson, are deemed to form a controlling
group with respect to FMR under the Investment Company Act of 1940.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Proxies in the accompanying form will be voted at the meeting, unless authority
to do so is withheld, in favor of the election as directors of the nominees
named below.

Pursuant to the Company's Amended and Restated Articles of Incorporation, the
Board of Directors is divided into three classes, terms of which expire
alternately over a three-year period. At each Annual Meeting, successors to
directors whose terms expire at that meeting shall be elected for three-year
terms. Two directors are to be elected at this Annual Meeting to hold office for
a term of three years expiring at the 2004 Annual Meeting, to hold office until
their successors shall have been elected and qualified. In the event any nominee
is unable to serve, the persons designated as proxies may cast votes for other
persons as substitute nominees. The Board of Directors has no reason to believe
that any of the nominees named below will be unavailable, or if elected, will
decline to serve.

Certain information is given below for the nominees for directors and for each
director whose term of office will continue after the Annual Meeting.

PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AGE AND OTHER INFORMATION SINCE
- ------- --- --------------------- --------

NOMINEE FOR DIRECTOR - TERM TO EXPIRE 2004

Charles E. Adair (1)(2) 53 Charles E. Adair has been a partner of Cordova Ventures or 1995
Kowaliga Capital, Inc. (venture capital and fund management
companies) since 1993, where he serves as manager of venture
capital funds. Mr. Adair was associated with Durr-Fillauer
Medical, Inc., a pharmaceutical and medical products
distribution company, where he served in various capacities,
including President and Chief Operating Officer from 1981 to
1992. Mr. Adair also serves on the Board of Directors of
Performance Food Group Company (a food distributor) and
numerous privately-held companies associated with Cordova's
venture capital fund investments. Mr. Adair is a Certified
Public Accountant and holds a B.S. Degree in Accounting
from the University of Alabama.

John Y. Williams (1)(2) 58 John Y. Williams has been a Managing Director of Grubb & 1988
Williams, Ltd. ("GWL"), (an Atlanta-based merchant banking
firm) since 1987 and a Managing Director of Equity-South
Advisors, LLC (a merchant banking affiliate of GWL) since
January 1995. Prior thereto, he was an investment banker for
more than 18 years with several firms. Mr. Williams has been
a Director of LAWGIBB Group, Inc. (an engineering
consulting firm) since December 1995. Mr. Williams holds a
B.S. Degree in Industrial Engineering from Georgia Institute
of Technology and a Masters Degree in Business
Administration from the Harvard Business School.

DIRECTORS CONTINUING IN OFFICE - TERMS TO EXPIRE 2003

Daniel M. Doyle (1)(2) 60 Daniel M. Doyle has been Chairman of the Board and Chief 1994
Executive Officer of BrainBuzz.com, Inc. (a portal for IT
professionals) since May 1999. Mr. Doyle was the Chief
Executive Officer of Danka Business Systems PLC (an office
equipment and service company) from 1977 to 1998. Mr.
Doyle attended John Carroll University.

PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AGE AND OTHER INFORMATION SINCE
- ------- --- --------------------- --------

DIRECTORS CONTINUING IN OFFICE - TERMS TO EXPIRE 2003 - continued

Kathy Misunas (1)(2) 50 Kathy Misunas has been a business advisor, author and 2000
public speaker since June 2000. Ms. Misunas was Chief
Executive Officer and President of brandwise LLC (an e-
commerce comparison shopping/purchasing portal) from
1999 through June 2000. Ms. Misunas was employed by
Reed Elsevier PLC (a publishing company) from 1996 to
1998 serving as Chief Executive Officer of Reed Travel
Group. From 1973 to 1995, Ms. Misunas was employed by
AMR Corporation (a major airline company) serving as
President and Chief Executive Officer of the SABRE Group
(a subsidiary of AMR Corporation) from 1993 to 1995. Ms.
Misunas attended Moravian College and American
University.

Steven A. Raymund (3) 45 Steven A. Raymund has been employed by the Company 1986
since 1981. He has served as Chief Executive Officer since
January 1986 and as Chairman of the Board since April
1991. In January 1996, Mr. Raymund became a director of
Jabil Circuit, Inc. (a provider of electronic manufacturing
services). He has a B.S. Degree in Economics from the
University of Oregon and a Masters Degree from the
Georgetown University School of Foreign Service.

DIRECTORS CONTINUING IN OFFICE- TERMS TO EXPIRE 2002

Maximilian Ardelt 61 Maximilian Ardelt has been a member of the Board of 1998
Management of VIAG AG, Munich (a group of companies
engaged in energy, telecommunications and industrial
activities which recently merged to become E.ON AG) since
1994, responsible for the Telecommunications Division and
Information Systems. Mr. Ardelt is currently the Chief
Executive Officer of VIAG Telecom AG (a wholly-owned
subsidiary of E.ON AG) and Chief Executive Officer of
VIAG Interkom GmbH & Co. oHG (a wholly-owned
subsidiary of British Telecommunications, PLC). In addition,
Mr. Ardelt is a member of the Supervisory Boards of the
following companies: Computer 2000 AG, Tech Data
Germany AG, Klockner & Co. AG, Georgsmarienhutte
Holding GmbH, Radex-Heraklith Indistriebeteiligungs AG,
VIAG Europlattform AG and Fraunhofer Gesellschaft. Mr.
Ardelt holds a Masters Degree in Engineering from Technical
University Berlin.

James M. Cracchiolo (1)(2) 43 James M. Cracchiolo has been employed by American 1999
Express Company since 1982. He has served as Group
President, Global Financial Services since June 2000. Mr.
Cracchiolo also serves as President and Chief Executive
Officer of American Express Financial Advisors, Chairman
of American Express Bank and a director of American
Express International Bank. Mr. Cracchiolo holds a B.S.
Degree in Accounting and Economics and a Masters Degree
in Business Administration both from New York University.

PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AGE AND OTHER INFORMATION SINCE
- ------- --- --------------------- --------

DIRECTORS CONTINUING IN OFFICE- TERMS TO EXPIRE 2002 - continued

Jeffery P. Howells 44 Jeffery P. Howells, Executive Vice President and Chief 1998
Financial Officer, joined the Company in October 1991 as
Vice President of Finance and assumed the responsibilities of
Chief Financial Officer in March 1992. In March 1993, he
was promoted to Senior Vice President and Chief Financial
Officer and was promoted to Executive Vice President and
Chief Financial Officer in March 1997. From 1979 to 1991
he was employed by Price Waterhouse. Mr. Howells is a
Certified Public Accountant and holds a B.B.A. Degree in
Accounting from Stetson University.

David M. Upton (1)(2) 41 David M. Upton has been on the faculty of the Harvard 1997
Business School since 1989. He currently teaches courses in
Technology and Operations Management and is the faculty
chair of Harvard's executive course - Building Competitive
Advantage through Operations. Dr. Upton holds a Masters
Degree in Manufacturing from King's College, Cambridge
University and also holds a Ph.D. in Industrial Engineering
from Purdue University.

DIRECTOR - TERM TO EXPIRE AT 2001 ANNUAL MEETING

Edward C. Raymund (3) 72 Edward C. Raymund has been employed continuously by the 1974
Company in various management positions since he founded
it in 1974 and is currently the Chairman Emeritus. Mr.
Raymund holds a B.S. Degree in Finance from the University
of Southern California. Mr. Raymund has decided to retire
from the Board of Directors after the 2001 Annual Meeting
and not stand for re-election.

(1) Member of the Compensation Committee and Stock Option Committee.
(2) Member of the Audit Committee.
(3) Steven A. Raymund is the son of Edward C. Raymund.

The Board of Directors held four meetings during the fiscal year ended January
31, 2001. The current standing committees of the Board of Directors are the
Audit Committee, the Compensation Committee and the Stock Option Committee. The
Board of Directors does not have a Nominating Committee. The Audit Committee and
the Stock Option Committee met four times and the Compensation Committee met
once during the fiscal year ended January 31, 2001. All directors attended at
least 75% of the meetings of the Board of Directors and all Committees on which
they served during the fiscal year ended January 31, 2001. The function of the
Audit Committee is to meet periodically with the Company's independent and
internal auditors to review the scope and results of their audits and to
consider various accounting and auditing matters related to the Company,
including its internal control structure. The Audit Committee also makes
recommendations to the Board of Directors regarding the independent public
accountants to be appointed as the Company's auditors. The function of the
Compensation Committee is to meet periodically to review and recommend
management compensation plans. The function of the stock option committee is to
meet periodically to review and recommend stock compensation plans, including
the granting of stock options under such plans.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

During the fiscal year ended January 31, 2001, the executive officers and
directors of the Company filed with the Securities and Exchange Commission (the
"SEC") on a timely basis all required reports relating to transactions involving
equity securities of the Company beneficially owned by them. The Company has
relied on the written representation of its executive officers and directors and
copies of the reports they have filed with the SEC in providing this
information.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee reviews the Company's financial reporting process on behalf
of the Board of Directors. The Audit Committee is composed of six independent
directors and operates under a written Charter (Appendix A) which was adopted by
the Board of Directors on April 4, 2000. No member of the Audit Committee is
employed by or has any material relationship with the Company. Management has
the primary responsibility for preparing the financial statements and the
reporting process, including the Company's systems of internal controls. In
fulfilling its oversight responsibilities, the Audit Committee reviewed the
audited financial statements in the Annual Report on Form 10-K with management,
including a discussion of the quality, not just the acceptability, of the
accounting principles, and the clarity of financial statement disclosures.

The Audit Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality and the acceptability of the Company's financial reporting and such
other matters as are required to be discussed with the Audit Committee under
generally accepted auditing standards. In addition, the Audit Committee received
from and discussed with the independent auditors the written disclosure and the
letter required by Independence Standards Board Standard No. 1 ("Independence
Discussions with Audit Committees") and considered the compatibility of
non-audit services with the auditors' independence. The Audit Committee also
discussed with the independent auditors any matters required to be considered by
Statement on Auditing Standards No. 61 ("Communication with Audit Committees").

The Audit Committee also discussed with the independent auditors and the
Company's internal audit director the overall scope and plans for their
respective audits. The Audit Committee periodically met with the independent
auditors and the internal audit director, with and without management present,
to discuss the results of their examinations, their evaluations of the Company's
internal controls, and the overall quality of the Company's financial reporting.
In reliance on these reviews and discussions, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in the
Annual Report on Form 10-K for the fiscal year ended January 31, 2001 for filing
with the Securities and Exchange Commission.

AUDIT COMMITTEE

Charles E. Adair, Chairman
James M. Cracchiolo
Daniel M. Doyle
Kathy Misunas
David M. Upton
John Y. Williams

THE REPORT OF THE AUDIT COMMITTEE SHALL NOT BE DEEMED INCORPORATED BY REFERENCE
BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO
ANY FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT
OF 1934 (TOGETHER, THE "ACTS"), EXCEPT TO THE EXTENT THAT THE COMPANY
SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE
BE DEEMED FILED UNDER SUCH ACTS.

PRINCIPAL ACCOUNTING FIRM FEES

AUDIT FEES

The aggregate fees billed by the Company's principal accounting firm, Ernst
& Young LLP for professional services rendered for the audit of the annual
financial statements for the year ended January 31, 2001 and the reviews of the
financial statements included in the Forms 10-Q for that year were $1,230,000.

ALL OTHER FEES

Ernst & Young LLP also billed the Company $1,770,000 which was principally
related to tax services. Ernst & Young LLP did not provide services related to
financial information systems design or implementation. The Audit Committee has
determined that the provision of the non-audit services described above is
compatible with maintaining Ernst & Young LLP's independence.

EXECUTIVE COMPENSATION

The following table presents certain summary information concerning
compensation paid or accrued by the Company for services rendered in all
capacities during the fiscal years ended January 31, 2001, 2000 and 1999 for (i)
the Chief Executive Officer of the Company and (ii) each of the four other most
highly compensated executive officers of the Company (determined as of the end
of the last fiscal year) whose total annual salary and bonus exceeded $100,000
(collectively, the "Executive Officers").

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
-------------------------------------- AWARDS
NAME AND OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (2) OTHER (SHARES) COMPENSATION (3)
------------------ ---- ---------- ---------- ---------- ---------- ----------------

Steven A. Raymund 2001 $975,000 $1,706,000 $5,000 120,000 $ 5,000
Chairman of the Board 2000 800,000 800,000 5,000 140,000 33,000
of Directors and Chief 1999 700,000 853,000 5,000 100,000 20,000
Executive Officer

Nestor Cano (4) 2001 451,000 650,000 5,000 90,000 7,000
President, Worldwide 2000 285,000 154,000 5,000 70,000 76,000
Operations

Jeffery P. Howells 2001 425,000 550,000 5,000 65,000 5,000
Executive Vice President 2000 400,000 200,000 5,000 80,000 3,000
and Chief Financial Officer 1999 325,000 197,000 5,000 50,000 3,000

Graeme Watt (5) 2001 305,000 216,000 14,000 55,000 18,000
President of Europe

Timothy J. Curran 2001 300,000 234,000 5,000 40,000 5,000
Senior Vice President 2000 274,000 144,000 5,000 49,000 3,000
of U.S. Sales 1999 262,000 158,000 5,000 35,000 3,000

(1) Includes amounts deferred under the Company's retirement savings and
deferred compensation plans.

(2) Amounts reflected for bonuses are based on performance for the indicated
fiscal year and are approved by the Board of Directors in April following
the end of the fiscal year.

(3) All other compensation relates to Company contributions to retirement
savings plans, except Mr. Raymund received relocation reimbursement of
$30,000 in fiscal 2000 and $17,000 in fiscal 1999. Mr. Cano received
relocation reimbursement of $7,000 in fiscal 2001 and $74,000 in fiscal
2000.

(4) Mr. Cano became an executive officer of the Company in March 1999 when he
was appointed Executive Vice President of U.S. Sales and Marketing. In
January 2000, he was promoted to President of the Americas and in August
2000, he was promoted to President, Worldwide Operations. Prior to March
1999, Mr. Cano was Managing Director of Computer 2000 Spain, a subsidiary
of Computer 2000 AG, which was acquired by the Company in July 1998.

(5) Mr. Watt became an executive officer of the Company in August 2000 when he
was promoted to President of Europe. From January 2000 through August 2000,
Mr. Watt was Regional Managing Director in the Company's European
operations. Prior to January 2000, Mr. Watt was Managing Director of
Computer 2000 United Kingdom and Ireland, a subsidiary of Computer 2000 AG,
which was acquired by the Company in July 1998.

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides details regarding stock options granted to the
Executive Officers during the fiscal year ended January 31, 2001.

NUMBER OF % OF TOTAL
OPTIONS OPTIONS
GRANTED GRANTED TO GRANT DATE
IN EMPLOYEES IN EXERCISE EXPIRATION PRESENT
NAME 2001(1) FISCAL YEAR PRICE PER SHARE DATE VALUE(2)
---- -------- ------------ --------------- ---------- ----------

Steven A. Raymund 120,000 4.5% $30.63 4/4/10 $2,102,000
Nestor Cano 70,000 2.7 30.63 4/4/10 1,226,000
20,000 .8 44.00 8/1/10 503,000
Jeffery P. Howells 65,000 2.5 30.63 4/4/10 1,139,000
Graeme Watt 23,000 .9 30.63 4/4/10 403,000
32,000 1.2 44.00 8/1/10 805,000
Timothy J. Curran 40,000 1.5 30.63 4/4/10 701,000

(1) All options were granted at an exercise price equal to the fair market
value of the Company's Common Stock on the date of grant and vest equally
over three years.

(2) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The Company's use of
the model should not be construed as an endorsement of its accuracy at
valuing options. All stock option valuation models, including the
Black-Scholes model, require a prediction about the future movement of the
stock price. The following assumptions were made for purposes of
calculating the Grant Date Present Value: estimated option term of four
years, volatility at 67%, dividend yield at 0.0%, and an annual interest
rate of 6.3%. The Company does not believe that the Black-Scholes model, or
any other model can accurately determine the value of an employee stock
option. Accordingly, there is no assurance that the value, if any, realized
by an executive, will be at or near the value estimated by the
Black-Scholes model. Future compensation resulting from option grants is
based solely on the performance of the Company's stock price.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT YEAR-END AT YEAR-END
ON EXERCISE VALUE ------------------------------- -------------------------------
NAME IN 2001 REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ----------- ----------- -----------

Steven A. Raymund -- $ -- 675,880 305,000 $12,822,000 $2,825,000
Nestor Cano 30,000 651,000 5,000 125,000 98,000 1,065,000
Jeffery P. Howells 58,540 1,841,000 60,000 160,000 783,000 1,503,000
Graeme Watt -- -- -- 63,000 -- 263,000
Timothy J. Curran 14,718 356,000 20,282 100,000 77,000 877,000

TEN-YEAR OPTION/SAR REPRICINGS

The following table provides information on all option repricings for
the Executive Officers during the last ten fiscal years.

NUMBER OF LENGTH OF
SHARES OF MARKET PRICE ORIGINAL
COMMON STOCK OF COMMON OPTION TERM
UNDERLYING STOCK ON EXERCISE PRICE NEW REMAINING ON
OPTIONS DATE OF AT TIME OF EXERCISE DATE OF
NAME DATE REPRICED REPRICING REPRICING PRICE REPRICING(1)
---- ---- ------------ ------------ -------------- --------- ------------

Jeffery P. Howells 11/28/95 50,000 $14.63 $20.25 $14.63 8 yrs., 4 months

(1) The vesting period of these repriced options corresponds to their original
date of grant, March 21, 1994. Accordingly, the first vesting date was
March 21, 1996.

SENIOR MANAGEMENT SEVERANCE PLAN

The Company adopted a Senior Management Severance Plan (the "Severance Plan")
effective August 1, 2000, to provide severance benefits to senior management in
the event of a Company-initiated, non-misconduct separation from the Company.
Eligible management personnel will receive their regular base salary
compensation and benefits during varying transitioning periods depending upon
management position held to assist with the transition of responsibilities.
Participants will also receive severance payments based upon salary, management
position held and years of service. The receipt of severance benefits under the
Severance Plan is conditioned upon a participant executing a confidentiality and
non-compete agreement.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

INTRODUCTION

The Compensation Committee of the Board of Directors composed entirely of
independent, non-employee directors, recommends to the Board the compensation of
Executive Officers. The Company is required to provide herein certain
information concerning compensation provided to the Company's Chairman and Chief
Executive Officer and the four other most highly compensated Executive Officers.
The disclosure requirements for the Executive Officers include the use of tables
and a report of the Committee responsible for compensation decisions for the
named Executive Officers, explaining the rationale and considerations that led
to those compensation decisions. Therefore, the Compensation Committee of the
Board of Directors has prepared the following report for inclusion in this Proxy
Statement.

COMPENSATION COMMITTEE ROLE

The Compensation Committee of the Board of Directors is responsible for making
recommendations to the Board of Directors concerning the salaries of Executive
Officers. The Committee's responsibilities include the review of salaries,
benefits and other compensation of senior officers and making recommendations to
the full Board of Directors with respect to these matters.

COMPENSATION PHILOSOPHY

The compensation philosophy for Executive Officers generally conforms to the
compensation philosophy of the Company for all employees. The Company's
compensation is designed to:

* provide compensation comparable to that offered by companies with similar
businesses, allowing the Company to successfully attract and retain the
employees necessary to its long-term success;

* provide compensation which relates to the performance of the individual and
differentiates based upon individual performance;

* provide incentive compensation that varies directly with both Company
performance and individual contribution to that performance; and

* provide an appropriate linkage between compensation and the creation of
shareholder value through awards tied to the Company's performance and
through facilitating employee stock ownership.

EXECUTIVE OFFICERS' COMPENSATION PROGRAM

The Company's Executive Officers' compensation program is comprised of base
salary, annual cash performance bonus plan compensation and long-term incentive
compensation in the form of stock options. In addition, the Company's Executive
Officers receive various other benefits, including medical benefits and
participation in retirement savings plans, all of which are generally available
to other employees of the Company.

BASE SALARY

The Compensation Committee reviewed the salaries of the Executive Officers of
the Company in March 2000. The Committee made salary decisions about the
Executive Officers based upon a variety of considerations in conformance with
the compensation philosophy stated above. First, salaries are competitively set
relative to companies in the distribution industry and other comparable
companies. Second, the Committee considered the performance of the individual
Executive Officer with respect to the areas under his responsibility, including
an assessment of the value of each to the Company. Third, internal equity among
employees was factored into the decision. Finally, the Compensation Committee
considered the Company's financial performance and its ability to absorb any
increases in salaries.

Other comparable companies included distributors of computers, electronics,
pharmaceuticals, food and office supplies with similar or larger annual
revenues. The Committee believes that the dynamics of such kinds of companies in
the distribution industry are similar to the Company.

The Committee believes that it sets Company base salaries within the range of
salaries paid by the majority of the peer corporations which are in the
distribution industry. In developing base salary ranges, in addition to the peer
corporations, the Committee also considered each Executive Officer's experience
level and scope of responsibility as well as considering a March 2000
compensation study prepared by a nationally recognized executive compensation
consulting firm. The study included a survey of compensation of many companies
which are in the distribution industry as well as other market data. In
conducting its salary deliberations, the Committee did not strictly tie senior
executive base pay to a defined competitive standard. Rather, the Committee
elected to maintain flexibility in its decision making capacity so as to permit
salary recommendations that best reflect the individual contributions made by
the Company's top executives.

Base salaries for Executive Officers are determined with references to a
position rate for each officer. These position rates are determined annually by
evaluating the responsibilities of the position and comparing it with other
executive officer positions in the market place. It is often difficult to
compare the duties and responsibilities of Company Executive Officers to those
included in the peer group or in competitive positions because comparable job
titles are not necessarily comparable to duties and responsibilities. However,
the Committee generally sought to establish base salaries within the range of
the peer group companies and the companies surveyed by its human resources
department and based upon the nature of the Executive Officer position.

Based upon his strategic direction and the Company's continuing sustained growth
and increasing market share, the Committee set the base salary of its Chief
Executive Officer, Steven A. Raymund, within the range referred to above.

The Compensation Committee established targets for the annual base salary and
the cash bonus awards for Mr. Raymund based upon his responsibilities compared
to the breadth and scope of the responsibilities of other chief executive
officers of companies in the distribution industry. The Committee then splits
such targeted annual earnings evenly between base salary and cash bonus awards.
The cash bonus awards are based exclusively upon attaining certain
pre-established earnings per share goals.

CASH BONUS AWARDS

Each Executive Officer, including the Chief Executive Officer, is eligible to
receive an annual cash bonus award. These cash bonuses generally are paid
pursuant to an incentive compensation plan established at the beginning of a
fiscal year in connection with the Company's preparation of its annual operating
budget for such year. Under the incentive compensation plan, an Executive
Officer's potential bonus for a given year is established at a fixed dollar
amount and consists of non-discretionary awards which are tied to the financial
performance of the Company for such year in relation to the Company's operating
budget and discretionary awards which are based on accomplishments achieved by
the executive during such year in his area of responsibility. The
non-discretionary portion of the bonus is subject to an acceleration ratio to a
maximum of 300% if established targets are exceeded (conversely, if established
targets are not met, the non-discretionary portion of the bonus may be reduced
to zero). In formulating recommendations to the Board with respect to cash bonus
awards, the Compensation Committee members evaluate the Executive Officer's
responsibilities and role in the Company and such other factors as they deem
relevant to motivate such executive to achieve strategic budgeted performance
levels.

Non-discretionary awards are based on the financial performance of the Company,
currently based primarily upon attaining certain pre-established earnings per
share goals. Discretionary awards are based upon qualitative objectives
established at the beginning of each half of the fiscal year. Executive Officers
received 50% - 100% of their total potential bonus based upon the quantitative
corporate performance levels.

STOCK OPTION AWARDS

The Company maintains stock option plans which are designed to align Executive
Officers' and shareholders' interests in the enhancement of shareholder value.
The long-term component of the Company's incentive compensation program consists
of the grant of stock options. The stock options are designed to create a
mutuality of interest with shareholders by motivating the Chief Executive
Officer and the other Executive Officers and key employees to manage the
Company's business so that the shareholders' investment will grow in value over
time. Stock options are granted under these plans by the Stock Option Committee
of the Board. Executive Officers are eligible to receive options under these
plans. The Compensation Committee strongly believes that the interests of
shareholders and executives become more closely aligned when such executives are
provided an opportunity to acquire a proprietary interest in the Company through
ownership of the Company's Common Stock. Accordingly, key employees of the
Company, including Executive Officers, as part of their overall compensation
package, are eligible for participation in the Company's stock option plans,
whereby they are granted stock options at no less than fair market value on the
date of grant. Because no benefit is received unless the Company's stock price
performs favorably, awards under the stock option plans are intended to provide
incentives for Executive Officers to enhance long-term Company performance, as
reflected in stock price appreciation, thereby increasing shareholder value.

In general, stock option awards are granted on an annual basis if warranted by
the Company's growth and profitability. The Compensation Committee, which also
serves as the Stock Option Committee, evaluates the Company's overall financial
performance for the year, the desirability of long-term service from an
Executive Officer and the number of options issued to other executive officers
in the Company with the same, more or less responsibility than the Executive
Officer at issue.

COMPENSATION COMMITTEE

John Y. Williams, Chairman
Charles E. Adair
James M. Cracchiolo
Daniel M. Doyle
Kathy Misunas
David M. Upton

THE REPORT OF THE COMPENSATION COMMITTEE SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES EXCHANGE ACT OF 1934 (TOGETHER, THE "ACTS"), EXCEPT TO THE EXTENT
THAT THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND
SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

DIRECTORS' COMPENSATION

Directors who are not employees of the Company received a $20,000 annual
retainer fee and a $2,000 attendance fee for each Board of Directors meeting
plus reimbursement for out-of-pocket expenses. Members of the Audit and
Compensation Committees receive a $1,000 attendance fee when meetings of such
Committees are not held on the same day as a Board of Directors meeting.

Pursuant to the terms of the Directors' Stock Option Plan, each non-employee
director, who for the first time is appointed a director of the Company,
receives a New Director Grant of an option to purchase 5,000 shares of Common
Stock of the Company at an exercise price per share equal to the fair market
value of the shares of Common Stock at the date of grant. Each non-employee
director who is re-elected or otherwise continues to serve on the Board will
receive on the date of each annual shareholders meeting an Annual Director Grant
consisting of an option to purchase 2,500 shares of Common Stock of the Company
at an exercise price per share equal to the fair market value of the shares of
Common Stock at the date of each annual shareholders meeting, provided the
director has served on the Board for at least six months. New Director Grants
vest 20% per year over five years from the date of grant and Annual Director
Grants vest after one year from the date of grant.

STOCK PRICE PERFORMANCE GRAPH

The following graph presents a comparison of the cumulative total shareholder
return on the Company's Common Stock with The Nasdaq Stock Market (U.S.) Index
and the Standard Industrial Classification ("SIC") Code Index (SIC Code 5045 -
Computer and Computer Peripheral Equipment and Software). This graph assumes
that $100 was invested on January 31, 1996 (or such later date the applicable
company registered its common stock under Section 12 of the Securities Exchange
Act of 1934) in the Company's Common Stock and in the other indices, and that
all dividends were reinvested and are weighted on a market capitalization basis
at the time of each reported data point. The stock price performance shown below
is not necessarily indicative of future price performance.

[GRAPH OMITTED]

1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
Tech Data Corporation 100 187 311 230 164 265
Nasdaq Stock Market (U.S.) Index 100 132 155 242 362 259
SIC Code Index 100 138 139 124 116 89

THE STOCK PRICE PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY REFERENCE
BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO
ANY FILING UNDER THE ACTS, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY
INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED
FILED UNDER THE ACTS.

SHAREHOLDER PROPOSALS

Proposals which shareholders intend to present at the 2002 Annual
Meeting of Shareholders must be received by the Company no later than January
22, 2002 to be eligible for inclusion in the proxy material for that meeting.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Ernst & Young LLP served as the Company's independent auditors for the audit of
the Company's financial statements for fiscal year ended January 31, 2001.
Representatives of Ernst & Young LLP are expected to be present at the 2001
Annual Meeting of Shareholders, with the opportunity to make a statement should
they desire to do so, and will be available to respond to appropriate questions
from shareholders.

The report of Ernst & Young LLP on the Company's audited consolidated financial
statements at January 31, 2001 and for the year then ended, and the report of
PricewaterhouseCoopers LLP ("PWC") on the Company's audited consolidated
financial statements at January 31, 2000 and for each of the two years then
ended and the report of KPMG Hartkopf + Rentrop Treuhand KG ("KPMG") on the
consolidated balance sheet of Computer 2000 AG (the Company's European
subsidiary) as of January 31, 2000 included in the Company's Annual Report on
Form 10-K, contained no adverse opinion or disclaimer of opinion and are not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with their audits for fiscal years 1999 and 2000 and through June
21, 2000, the date of the Company's change of independent accountants, there
were no disagreements with PWC or KPMG on any matters of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of PWC or KPMG would
have caused them to make reference thereto in their reports on the financial
statements for such years.

OTHER MATTERS

Management knows of no matter to be brought before the meeting which is not
referred to in the Notice of Meeting. If any other matters properly come before
the meeting, it is intended that the shares represented by proxy will be voted
with respect thereto in accordance with the judgment of the persons voting them.

By Order of the Board of Directors,

Arthur W. Singleton
Corporate Vice President, Treasurer and Secretary

APPENDIX A

TECH DATA CORPORATION
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER

I. SCOPE OF AUDIT COMMITTEE RESPONSIBILITIES AND ACTIVITIES

The Audit Committee is a committee of the Board of Directors established
pursuant to Article V, section D of the Bylaws of Tech Data Corporation (the
"Corporation"). The Audit Committee assists the Board of Directors in fulfilling
its oversight responsibilities for the reliability and integrity of:

* The financial reports and other financial information provided by the
Corporation to the public, its shareholders, and others;

* The Corporation's system of internal controls over its accounting and
financial reporting processes; and,

* The auditing process.

The Audit Committee's primary duties and responsibilities are to:

* Serve as an independent and objective party to monitor the Corporation's
financial reporting process and internal control system.

* Recommend to the Board of Directors a firm of independent public
accountants to audit the accounts of the Corporation and its subsidiaries
and to review and appraise the audit efforts of the Corporation's
independent public accountants and the Internal Audit Department.

* Provide an open avenue of communication among the independent public
accountants, financial and senior management, the Internal Audit
Department, and the Board of Directors.

* Investigate any matters within the Audit Committee's scope of
responsibilities and report periodically to the Board of Directors on
significant results from its activities.

The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.

II. Composition

The Audit Committee shall be comprised of three or more independent directors as
determined by the board. Only independent directors may serve on the Audit
Committee. Independent directors are persons other than officers or employees of
the Corporation or its subsidiaries or any other individuals having a
relationship which, in the opinion of the Corporation's Board of Directors,
would interfere with the exercise of independent judgement in carrying out the
responsibilities of a director. The following persons should not be considered
independent:

1. A director who is employed by the Corporation or any of its affiliates for
the current year or any of the past three years;

2. A director who accepts any compensation from the Corporation or any of its
affiliates in excess of $60,000 during the previous fiscal year, other than
compensation for board services, benefits under a tax-qualified retirement
plan, or non-discretionary compensation;

3. A director who is a member of the immediate family of an individual who is,
or has been in any of the past three years, employed by the Corporation or
any of its affiliates as an executive officer;

4. A director who is a partner in, or a controlling shareholder or an
executive officer of, any for-profit business organization to which the
Corporation made, or from which the Corporation received, payments (other
than those arising solely from investments in the Corporation's securities)
that exceed 5% of the Corporation's or business organization's consolidated
gross revenues for that year, or $200,000, whichever is more, in any of the
past three years;

5. A director who is employed as an executive of another entity where any of
the Corporation's executives serve on that entity's compensation committee.

All members of the Audit Committee shall be able to read and understand
fundamental financial statements, including the Corporation's balance sheet,
income statement, and cash flow statement. At least one member of the committee
shall have past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience or
background, including being, or having been, a chief executive officer, chief
financial officer, or other senior officer with financial oversight
responsibilities.

The members of the Audit Committee shall be elected as described in the Bylaws.

III. MEETINGS

The Audit Committee shall meet in accordance with the Bylaws but at least twice
annually, or more frequently as circumstances dictate. The Audit Committee will
meet at least annually with management; the Director, Internal Audit Department;
and the independent public accountants to discuss any matters that the Audit
Committee or each of these groups believes should be discussed. At the request
of the Audit Committee, management, the independent public accountants, or the
internal auditor, the Audit Committee may meet and confer with such officers and
employees of the Corporation as the Audit Committee shall deem appropriate in
connection with carrying out the Audit Committee's responsibilities, including
any significant difficulties encountered during the course of the audit and any
restrictions on the scope of work or access to required information.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Document/Reports Review

1. Review and update this Charter at least annually.

2. Review the Corporation's annual financial statements and, at the discretion
of the chairperson of the Audit Committee, any financial reports or other
financial information submitted to any governmental body or the public,
including any certification, report, opinion, or review rendered by the
independent public accountants.

3. Review the regular internal reports to management prepared by the internal
auditing department and management's response to these reports.

4. Discuss with financial management the quarterly earnings announcement prior
to its public release and review the Form 10-Q prior to its filing. The
chairperson of the Audit Committee may represent the entire committee for
purposes of this review.

INDEPENDENT PUBLIC ACCOUNTANTS

5. Annually select, evaluate, and where appropriate, replace the independent
public accountants. The independent public accountants are responsible to
the Board of Directors and the Audit Committee.

6. Take appropriate action to oversee the independence and performance of the
independent public accountants.

7. Annually review and discuss with the independent public accountants all
significant relationships the independent public accountants have with the
Corporation to determine their independence. This review shall include the
following:

* Review of a formal written statement from the independent public
accountants delineating all relationships between the independent
public accountants and the Corporation, consistent with Independence
Standards Board Standard No. 1,

* Review of letter from the independent public accountants confirming
they are independent of the Corporation,

* Discussion with the independent public accountants about their methods
and procedures for ensuring their independence, and

* Discussion with the independent public accountants any disclosed
relationships or services that may impact the objectivity and
independence of the independent public accountants.

8. Meet jointly and/or separately with the chief financial officer of the
Corporation and the independent public accountants before commencement of
the annual financial statement audit to (a) discuss the valuation of the
adequacy and effectiveness of the accounting procedures and internal
controls of the Corporation and its subsidiaries, (b) approve the overall
scope of the audit and the fees to be charged and (c) inquire and discuss

recent Financial Accounting Standards Board, Securities and Exchange
Commission or other regulatory agency pronouncements, if any, which might
affect the Corporation's financial statements.

9. Meet jointly and/or separately with the chief financial officer and the
independent public accountants at the conclusion of the audit to (a) review
the audited financial statements of the Corporation, (b) discuss the
results of the audit, (c) discuss any significant recommendations by the
independent public accountants for improvement of accounting systems and
controls of the Corporation, and (d) discuss the quality and depth of
staffing in the accounting and financial departments of the Corporation.

INTERNAL AUDITORS

10. Take appropriate actions to oversee the objectivity of the internal
auditors.

11. Review activities, organizational structure, charter and qualifications of
the Internal Audit Department.

12. Review and concur in the appointment, replacement, reassignment, or
dismissal of the Director, Internal Audit Department.

FINANCIAL REPORTING PROCESSES

13. Discuss with the independent public accountants and the internal auditors
the integrity of the organization's financial reporting processes.

14. Consider the independent public accountant's judgments about the quality
and appropriateness of the Corporation's accounting principles as applied
in its financial reporting.

15. Consider and approve, if appropriate, major changes to the Corporation's
accounting principles and practices as suggested by the independent public
accountants, management or the Internal Auditing Department.

16. Review any reportable events required by auditing standards (i.e. SAS #90)
including any disagreements among management and the independent public
accountants or the Internal Auditing Department in connection with the
preparation of the financial statements.

PROXY
TECH DATA CORPORATION
P.O. BOX 6260
CLEARWATER, FLORIDA 33758

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints Arthur W. Singleton as Proxy, with the power to appoint his
substitute, and hereby authorizes him to represent and to vote as designated on
the reverse hereof, all the shares of Common Stock of Tech Data Corporation held
of record by the undersigned on April 27, 2001, at the Annual Meeting of
Shareholders to be held on June 19, 2001, or any adjournment thereof.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. ANY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED IN
FAVOR THE NOMINEES LISTED IN PROPOSAL 1.

o FOLD AND DETACH HERE o

Please Mark
your vote as [X]
indicated in this
example

1. TO ELECT TWO DIRECTORS to hold office until the dates 2. In his discretion, the Proxy is authorized to vote
specified in the enclosed proxy statement, all to hold upon such other business as may properly come
office until their successors are duly elected and qualified. before the meeting.

FOR WITHHELD
nominees nominees
listed below listed below

[ ] [ ]

Nominees: Charles E. Adair and John Y. Williams
FOR the two nominees listed above EXCEPT for the following:

___________________________________________________________ When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a
corporation, please sign by President or authorized
officer. If a partnership, please sign in partnership name or
authorized person.

____________________________________________________________
Signature

____________________________________________________________
Co-signature, if held jointly

Date________________________________________________________

Number of Shares ___________________________________________

o FOLD AND DETACH HERE o

[TECH DATA LOGO]

YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE
AND SIGN THE ABOVE PROXY CARD AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE.