[GRAYBAR LOGO]

ELECTRIC COMPANY, INC.

INFORMATION STATEMENT

MAY 10, 2002

GRAYBAR ELECTRIC COMPANY, INC.
34 NORTH MERAMEC AVENUE
CLAYTON, MISSOURI 63105

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

INFORMATION STATEMENT

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

This Information Statement is furnished to each holder of record of
Common Stock of Graybar Electric Company, Inc. (the "Company") and each
holder of a Voting Trust Certificate issued under the Voting Trust Agreement
referred to below in connection with the Annual Meeting of Shareholders of
the Company to be held at 9:30 A.M. on June 13, 2002 at 8000 Forsyth
Boulevard, Clayton, Missouri 63105.

The record holders of Common Stock outstanding at the close of
business on April 19, 2002 will be entitled to attend and to vote at the
meeting. On April 19, 2002, there were outstanding 6,365,341 shares of Common
Stock. Each share is entitled to one vote.

On April 19, 2002, 95% or 6,052,290 of the issued and outstanding
shares of Common Stock of the Company were held of record in the names of
D. E. DeSousa, R. D. Offenbacher, R. A. Reynolds, Jr. and C. R. Udell, all of
34 North Meramec Avenue, Clayton, Missouri 63105, as Voting Trustees under a
Voting Trust Agreement dated as of April 1, 1997, relating to the Common
Stock of the Company. The Voting Trustees as a group possess the voting power
associated with the shares held of record under the Voting Trust Agreement
but do not have the power of disposition as to such shares. Such voting power
is sufficient to assure election of the persons nominated by the Board of
Directors for election as directors and approval of any other matters brought
before the meeting. The Voting Trustees have indicated as a group that they
will vote the shares of Common Stock held by them in favor of the persons
nominated by the Board of Directors for election as directors. The Voting
Trust Agreement terminates on March 31, 2007, unless sooner terminated by the
vote of a majority of the Voting Trustees or the vote of the holders of
Voting Trust Certificates representing at least seventy-five percent of the
number of shares of Common Stock deposited thereunder.

This Information Statement will be sent to holders of Common Stock
and holders of Voting Trust Certificates on or about May 10, 2002.

------------------------------------------------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
------------------------------------------------------------

DIRECTORS

NOMINEES FOR ELECTION AS DIRECTORS

Thirteen directors are to be elected to serve until the next Annual
Meeting of Shareholders and until their successors have been elected and
qualified. The persons nominated by the Board of Directors for election as
directors are named in the table below and all are presently directors of the
Company. Certain additional information concerning them is set forth in the
table.

NUMBER OF
SHARES OF
COMMON STOCK
YEAR IN BENEFICIALLY
WHICH OWNED ON
BECAME A APRIL 19,
NAME AGE BUSINESS EXPERIENCE LAST FIVE YEARS DIRECTOR 2002(1)(2)
- ---- --- ----------------------------------- -------- ----------

R. A. Cole 52 Employed by Company in 1972; District Vice President 1998 4,044
1995 to 2001; Group Vice President 2001 to present.

D. E. DeSousa 43 Employed by Company in 1981; Manager, Comm/Data 2000 1,320
Sales 1996 to 1998; Vice President, Comm/Data
Marketing 1998 to 2000; Senior Vice President-
Comm/Data Business 2000 to 2001; Senior Vice
President-Sales and Marketing 2001 to present.

T. F. Dowd 58 Employed by Company in 1997; Vice President, 1997 2,553
Secretary and General Counsel September 1997 to
present; Partner, Bryan Cave (law firm) 1989 to 1997.

L. R. Giglio 47 Employed by Company in 1978; District Vice 2002 4,283
President 1995 to 2001; Vice President-Investment
and Inventory Management 2001 to 2002; Senior Vice
President-Operations 2002 to present.

T. S. Gurganous 52 Employed by Company in 1973; District Vice 1995 5,431
President 1995 to 2001; Group Vice President
2001 to present.

J. H. Hinshaw 57 Employed by Company in May 2000; Senior Vice 2000 1,494
President and Chief Financial Officer 2000 to
present; Vice President and Treasurer, Monsanto
Company 1984 to 1999. Ms. Hinshaw is a director
of Insituform Technologies, Inc.

G. D. Hodges 59 Employed by Company in 1963; District Vice 2000 7,361
President 1995 to 2001; Group Vice President
2001 to present.

J. C. Loff 52 Employed by Company in 1980; District Vice 1998 4,180
President 1995 to 2001; Group Vice President
2001 to present.

R. D. Offenbacher 51 Employed by Company in 1968; District Vice 1994 6,573
President 1995 to 2001; Group Vice President
2001 to present.

R. A. Reynolds, Jr. 53 Employed by Company in 1972; Senior Vice 1993 8,782
President-Comm/Data Business 1995 to 2000;
President and Chief Executive Officer 2000 to
present; Chairman of the Board 2001 to present.

K. B. Sparks 56 Employed by Company in 1968; District Vice 2001 6,584
President 1995 to 2001; Group Vice President
2001 to present.

C. R. Udell 57 Employed by Company in 1965; Vice 1996 7,853
President-Electrical Marketing 1993 to 2000;
Senior Vice President-Electrical Business 2000
to 2001; Senior Vice President-Business
Management 2001 to present.

J. F. Van Pelt 63 Employed by Company in 1985; Vice 1986 8,251
President-Human Resources 1986 to present.

<FN>
- --------------------------
(1) All the shares of Common Stock listed are held of record by the Voting
Trustees under the Voting Trust Agreement dated as of April 1, 1997. On
April 19, 2002, no single director owned beneficially more than 1% of
the outstanding Common Stock or Voting Trust Certificates except for the
Voting Trustees who, as a group, possessed the voting power associated
with approximately 95% of the outstanding shares of Common Stock but who
possessed no power of disposition with respect to such shares.

(2) On April 19, 2002, all officers and directors as a group, including
those individuals listed above (58 persons), owned Voting Trust
Certificates representing 183,213 shares of Common Stock (approximately
3% of the outstanding). No officer or director owns shares of Common
Stock of record.

COMMITTEES

The Company has an Audit Committee, which met two times in 2001, and
a Compensation Committee, which met eleven times in 2001. The Company has no
nominating committee.

Messrs. Cole, Hodges, Loff and Sparks are the current members of
the Audit Committee. The Audit Committee is governed by a written charter
approved by the Board of Directors. The Audit Committee and the Board of
Directors review and assess the adequacy of the charter at least annually.
The members of the Audit Committee are not independent within the definition
of independence in the listing standards of the New York Stock Exchange, the
American Stock Exchange or the National Association of Securities Dealers
because they are employees of the Company.

Ms. Hinshaw and Messrs. DeSousa, Giglio, Udell, Van Pelt and
J. H. Kipper, who is Vice President and Comptroller, currently serve on the
Compensation Committee that, in consultation with independent compensation
specialists, reviews the Company's compensation policy and makes
recommendations to the President and the Board of Directors with respect
to program changes.

BOARD AND COMMITTEE ATTENDANCE

The Board of Directors met four times in 2001. All incumbent
directors attended more than 75% of the total number of meetings of the Board
and all committees of which they were members.

DIRECTOR COMPENSATION

Directors are paid a meeting fee of $300 for each Board meeting
attended.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting
process on behalf of the Board of Directors. Management has the primary
responsibility for the financial statements and the reporting process,
including the systems of internal controls. In fulfilling its oversight
responsibilities, the Committee reviewed the audited financial statements in
the Annual Report with management, including a discussion of the quality, not
just the acceptability, of the accounting principles used, the reasonableness
of the significant judgments made and the clarity of the disclosures
contained in the financial statements.

The 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, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Committee under SAS 61 (codification of Statements on Auditing
Standards), as modified and supplemented. In addition, the Committee has
discussed with the independent auditors the auditors' independence from
management and the Company including the matters in the written disclosures
and letter from the independent auditors required by the Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees, and has considered the compatibility of non-audit services with
the auditors' independence.

The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The
Committee meets with the internal and independent auditors 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 the reviews and discussions referred to above, the
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2001 for filing with the Securities and Exchange Commission.
The Board approved such inclusion.

J. C. Loff, Chairman
R. A. Cole
G. D. Hodges
K. B. Sparks

EXECUTIVE COMPENSATION

The following table summarizes the total compensation of the
Chairman of the Board, President and Chief Executive Officer and the four
other most highly compensated executive officers of the Company for fiscal
year 2001, as well as the total compensation paid to each such individual for
the Company's two previous fiscal years.

SUMMARY COMPENSATION TABLE

Annual Compensation
Name and Principal ---------------------------------------- All Other
Position Year Salary(1) Bonus(1)(2) Compensation(3)
- ------------------------------ ----------- -------------------- ------------------- -----------------

R. A. Reynolds, Jr., 2001 $381,600 $137,376 $ - 0 -
Chairman of the Board, 2000 273,308 301,235 45,067
President and 1999 199,172 177,363 35,866
Chief Executive Officer

J. H. Hinshaw, 2001 $221,000 $ 64,643 $ - 0 -
Senior Vice President and 2000 136,000 132,600 13,600
Chief Financial Officer(4)

G. W. Harper, 2001 $194,056 $ 56,762 $ - 0 -
Senior Vice President- 2000 178,688 174,222 32,829
Operations(5) 1999 168,000 149,604 30,284

J. F. Van Pelt, 2001 $192,828 $ 56,402 $ - 0 -
Vice President- 2000 178,548 160,694 31,832
Human Resources 1999 170,040 139,773 30,221

C. R. Udell, 2001 $189,212 $ 55,345 $ - 0 -
Senior Vice President- 2000 168,777 157,079 28,720
Business Management 1999 144,070 118,426 25,066

<FN>
(1) Includes amounts accrued and deferred pursuant to deferred compensation
agreements with certain employees who were not eligible to participate
in the employee contribution portion of the Profit Sharing and Savings
Plan. These agreements provide for deferral of from 2% to 15% of salary
in 1999, 2000, 2001 and 2002 and 2% to 25% of bonus payments in 1999,
2000, 2001 and 2002. Payment of sums deferred will generally be made in
five or ten annual installments commencing on retirement or in a lump
sum on termination of service other than by retirement. Interest is
credited to sums deferred at the rate applicable to the fixed income
account of the Profit Sharing and Savings Plan at the end of each
calendar quarter.

(2) Bonus paid on March 15th each year under the Company's Management
Incentive Plan with respect to services rendered during the prior year.
The Company's Management Incentive Plan covers all officers of the
Company and other management employees. In accordance with this Plan,
each participant has a guideline incentive, ranging from 20% to 80% of
base salary. This guideline is subject to a year-end adjustment based on
performance against Plan goals. The adjustments are based on objective
measurements, such as sales, gross margin and net profits, but may be
varied at the discretion of the president and group vice presidents.
Participants may earn a maximum of 150% of the applicable guideline.

(3) Profit sharing contributions accrued for the years indicated. The profit
sharing contribution for 1999 was made on April 3, 2000 and the profit
sharing contribution for 2000 was made on April 2, 2001. There was no
profit sharing contribution for 2001. Contributions by the Company under
the Profit Sharing and Savings

Plan are made at the discretion of the Board of Directors for eligible
employees and, subject to certain exceptions, are made in proportion to
their annual compensation. Except as otherwise provided in the Profit
Sharing and Savings Plan and the related Trust Agreement, the monies
held in trust thereunder are paid to employees upon termination of
employment for any reason including their retirement or, in the event
of their death prior to the complete distribution of their interests,
are paid to their estates or designated beneficiaries. In addition, the
column headed "All Other Compensation" also includes payments made to
the deferred compensation accounts of the respective individuals based
on contribution limitations contained in Sections 401 and 415 of the
Internal Revenue Code.

(4) Employment commenced May 1, 2000.

(5) Retired as an officer and director effective April 1, 2002.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

At December 31, 2001, the members of the Compensation Committee were
Ms. Hinshaw and Messrs. DeSousa, Harper, Kipper, Udell and Van Pelt, all of
whom were officers and employees of the Company and, with the exception of
Mr. Kipper, were directors.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee establishes the general compensation
policies of the Company and makes specific recommendations to the Board of
Directors with respect to such policies and compensation, including the chief
executive officer's salary.

The chief executive officer's salary and salary range, as well as
the salaries and ranges for all other employees, including those officers
identified in the Summary Compensation Table, are established in consultation
with retained professional compensation consultants after consideration of
data developed by the Company's Human Resources Department. The data examined
includes information collected from federal and state agencies, trade
associations, compensation specialists, employment consultants and
marketplace observations.

The chief executive officer's bonus, as well as bonuses for all
other exempt employees including those listed in the Summary Compensation
Table, are determined by reference to the Management Incentive Plan which has
been an integral part of the Company's compensation practice for over
twenty-five years. The Plan provides that employees can earn as much as 30%
of salary as a bonus at the lower end of the exempt salary scale to 120% of
salary as a bonus at the level of president and chief executive officer. The
specific bonus level is determined by each operating unit's performance
measured against objectives established at the beginning of each year. The
chief executive officer's bonus, as well as the bonuses of the other officers
named in the Summary Compensation Table, are determined by aggregating the
performance of all operating units and measuring this total against the
aggregated objectives. Performance measures included in the Plan are a
percentage of budget attainment (for sales, gross margin and net profit) and
return on sales.

J. F. Van Pelt, Chairman
D. E. DeSousa

L. R. Giglio
J. H. Hinshaw
J. H. Kipper
C. R. Udell

PENSION PLAN

The Company has a qualified defined benefit pension plan covering
all eligible employees. Employees become fully vested after 5 years of
service. Generally, employees may retire and begin receiving pensions at the
age of 65, or earlier under the following conditions: at age 55 with 20
years or more of Company service, at age 50 with 25 years of Company service
or any age with 30 years of Company service under the plan. Prior to the
September 1, 2000 plan change, employees without 15 years of service between
January 1, 1993 and August 31, 2000 were eligible for their pension benefit
upon attaining age 60 with 20 years of Company service.

The following table sets forth annual benefits which would become
payable under the Company's pension plan or supplemental benefits plan based
on certain assumptions as to covered compensation and years of Company
service without giving effect to any applicable Social Security offset.

PENSION PLAN TABLE

Years of Service
Covered ---------------------------------------------------------------------------------------------------------
Compensation 20 25 30 35 40 45
- ------------ -- -- -- -- -- --

$ 300,000 $ 60,000 $ 75,000 $ 90,000 $105,000 $120,000 $135,000
$ 400,000 $ 80,000 $100,000 $120,000 $140,000 $160,000 $180,000
$ 600,000 $120,000 $150,000 $180,000 $210,000 $240,000 $270,000
$ 800,000 $160,000 $200,000 $240,000 $280,000 $320,000 $360,000
$1,000,000 $200,000 $250,000 $300,000 $350,000 $400,000 $450,000
$1,200,000 $240,000 $300,000 $360,000 $420,000 $480,000 $540,000

An employee's annual pension income is based on the employee's
average covered compensation during the sixty consecutive months preceding
retirement in which earnings were highest, multiplied by one percent for
each year of Company service and offset by an amount which cannot exceed
limitations imposed by the Internal Revenue Code. As of December 31, 2001,
the years of credited service for the executive officers named in the
Summary Compensation Table were as follows: R. A. Reynolds, Jr. - 29,
J. H. Hinshaw - 1, G. W. Harper - 44, J. F. Van Pelt - 16 and C. R. Udell -
36. The amounts of salary and bonus in the Summary Compensation Table are
substantially equivalent to covered compensation under the plan. To the
extent that annual benefits exceed limitations imposed by the Internal
Revenue Code of 1986, as amended, such benefits will be paid out of the
general revenues of the Company by means of a supplemental benefits plan.

COMPANY PERFORMANCE

The following graph shows a five-year comparison of cumulative
total returns for the Company, the Standard & Poor's 500 Composite Stock
Index and a comparable company index of companies selected by the Company as
being representative of the Company's line of business. The companies
included in the Comparable Company Index are Anixter International Inc.,
Applied Industrial Technologies, Inc., Building Materials Holding
Corporation, W. W. Grainger, Inc., Hughes Supply, Inc., Noland Company,
Owens & Minor, Inc., Park-Ohio Holdings Corp., SCP Pool Corporation and
Watsco, Inc. The market value of Graybar stock, in the absence of a public
market, assumes continuation of the Company's practice of repurchasing
offered securities at $20.00 per share.

[PERFORMANCE GRAPH]

- --------------------------------------------------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
- --------------------------------------------------------------------------------------------------------------------

Graybar Electric Company, Inc. $100.00 $115.55 $139.56 $161.26 $186.32 $215.29
- --------------------------------------------------------------------------------------------------------------------
S&P 500 Index $100.00 $133.40 $171.55 $207.58 $188.69 $166.23
- --------------------------------------------------------------------------------------------------------------------
Comparable Company Index $100.00 $118.98 $134.63 $144.78 $178.57 $251.64
- --------------------------------------------------------------------------------------------------------------------

Assumes $100 invested on December 31, 1996 and reinvestment of
dividends (including the $1.10 cash dividend paid by the Company on January
2, 1997).

RELATIONSHIP WITH INDEPENDENT AUDITORS

Ernst & Young LLP audited the financial statements of the Company
and its subsidiaries in 2001 and will be considered for reappointment by the
Board of Directors in June 2002. No representative of Ernst & Young LLP is
expected to attend the Annual Meeting of Shareholders.

The fees billed to the Company by Ernst & Young LLP with respect to
the year 2001 were as follows:

Annual Audit Fees...............................$ 311,250
All Other Fees:
Other Audit Related Fees............... 809,621
Other Non-Audit Fees................... 803,280
----------
Total All Other Fees............................ 1,612,901
----------
Total Fees......................................$1,924,151

The annual audit fees include amounts billed for the audit of the
Company's annual consolidated financial statements for the year 2001 and the
timely review of the financial statements included in the Forms 10-Q filed
by the Company during the year. Other audit related fees include assessment
and design of internal accounting controls related to the Company's
Enterprise Resource Planning project, international statutory audit
requirements and audits of the Company's employee benefit plans. Fees billed
for other non-audit services primarily include consulting on tax compliance
and planning. It is expected that Ernst & Young LLP will provide similar
non-audit services during the year 2002. The Audit Committee has considered
and concluded that the provision of the non-audit services is compatible
with maintaining the independence of Ernst & Young LLP.

MISCELLANEOUS

Effective October 1, 2001, the Company renewed insurance from the
Federal Insurance Company (a member of the Chubb Group), a portion of which
insures employees including directors and officers against liabilities
imposed on them as a result of their employment with the Company at an annual
cost to the Company through September 30, 2002 of $108,129.

The management of the Company knows of no other matters to be
brought before the meeting.

By Order of the Board of Directors

THOMAS F. DOWD
Secretary
May 10, 2002

A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE YEAR 2001 WILL BE MADE AVAILABLE UPON WRITTEN
REQUEST ADDRESSED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE
OFFICES.

APPENDIX

Page 9 of the Information Statement contains a Total Shareholders'
Returns graph. The information contained in the graph is presented in a
tabular format immediately following the graph.