UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, 2005

( ) 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 0-255

GRAYBAR ELECTRIC COMPANY, INC.
(Exact name of registrant as specified in its charter)

NEW YORK 13-0794380
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

34 NORTH MERAMEC AVENUE, ST. LOUIS, MISSOURI 63105
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (314) 573-9200

Securities registered pursuant to Section 12(b) of the Act: None
--------

Securities registered pursuant to Section 12(g) of the Act:
Common Stock - Par Value $1 Per Share with a Stated Value of $20

Indicate by check mark whether the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

Yes ( ) No (X)

Indicate by check mark whether the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ( ) No (X)

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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Paragraph 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. (X)

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.

Large Accelerated Filer ( ) Accelerated Filer ( ) Non-Accelerated filer (X)

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2) of the Exchange Act. Yes ( ) No (X)

The aggregate stated value of the Common Stock beneficially owned
with respect to rights of disposition by persons who are not affiliates (as
defined in Rule 405 under the Securities Act of 1933) of the registrant on
June 30, 2005, was approximately $109,456,460. Pursuant to a Voting Trust
Agreement, dated as of April 1, 1997, approximately 95% of the outstanding
shares of Common Stock are held of record by five Voting Trustees who are
each directors and officers of the registrant and who collectively exercise
the voting rights with respect to such shares. The registrant is 100% owned
by its active and retired employees, and there is no public trading market
for the registrant's Common Stock. See Item 5 of this Annual Report on Form
10-K.

The number of shares of Common Stock outstanding at March 23, 2006 was
5,896,623.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the documents listed below have been incorporated by
reference into the indicated Part of this Annual Report on Form 10-K:

(1) Annual Report to Shareholders for the fiscal year ended December 31,
2005 - Part II, Items 5-8.

(2) Information Statement relating to the 2006 Annual Meeting of
Shareholders - Part III, Items 10-14.

PART I
------

The following discussion should be read in conjunction with our
accompanying audited consolidated financial statements, notes thereto and
Management's Discussion and Analysis of Financial Condition and Results of
Operations as of and for the year ended December 31, 2005, included in this
Annual Report on Form 10-K. The results shown herein are not necessarily
indicative of the results to be expected in any future periods. This
discussion contains forward-looking statements (as such term is defined in
the federal securities laws) and is based on current expectations, which
involve risks and uncertainties. Actual results and the timing of events
could differ materially from the forward-looking statements as a result of
certain factors, a number of which are outlined in Item 1A., "Risk Factors",
of this Annual Report on Form 10-K.

Item 1. Business
- ------- --------

Graybar Electric Company, Inc. (the "Company") is engaged
internationally in the distribution of electrical, telecommunications and
networking products and the provision of related supply chain management and
logistics services, primarily to contractors, industrial plants, telephone
companies, power utilities, and commercial users. All products sold by the
Company are purchased by the Company from others.

The Company was incorporated under the laws of the State of New
York on December 11, 1925 to take over the wholesale supply department of
Western Electric Company, Incorporated. The location of the principal
executive offices of the Company is 34 North Meramec Avenue, St. Louis,
Missouri 63105, and its telephone number is (314) 573-9200.

The Company's filings with the U.S. Securities and Exchange
Commission (the "Commission"), including its annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to those reports, are accessible free of charge at www.graybar.com within
the "About Us" page under "SEC Filings."

Suppliers
- ---------

The Company acts as a distributor of approximately one million
products (stockkeeping units) of more than 4,600 manufacturers. The
relationship between the Company and its suppliers is customarily a
nonexclusive national or regional distributorship, terminable upon 30 to 90
days notice by either party. The relationships between the Company and a
number of its principal suppliers go back many years.

During 2005, the Company purchased approximately 46% of the
products it distributes from its top 25 suppliers. However, the Company
generally deals with more than one supplier for any product category and
there are alternative sources of comparable products available for nearly
all product categories.

Products Distributed
- --------------------

The Company stocks more than 125,000 of the products it
distributes and, therefore, is able to supply its customers locally with a
wide variety of electrical, telecommunications and networking products. The
products distributed by the Company consist primarily of wire, cable,
conduit, wiring devices, switchgear, tools, motor controls, transformers,
lamps, lighting fixtures and hardware, power transmission equipment,
telephone station apparatus, key systems, private branch exchanges (PBX),
data products for local area networks or wide area networks, fiber optic
products, and cable television (CATV) products. These products are sold to
customers such as contractors (both industrial and residential), industrial
plants, telephone companies, private and public utilities, and commercial
users.

On December 31, 2005 and 2004, the Company had orders on hand
that totaled approximately $445,006,000 and $420,019,000, respectively. The
increase from 2004 to 2005 reflects the generally improved economic
conditions in the electrical and comm/data markets in which the Company
operates. The market for electrical products has been affected by the
general increase in new construction projects along with increased spending
by commercial and industrial customers. In the comm/data industry, the
dramatic decreases in spending that occurred in 2001 and 2002 have been
followed by a more stable market environment in 2003, 2004 and 2005. The
Company expects that approximately 85% of the orders it had on hand at
December 31, 2005 will be filled within the twelve-month period ending
December 31, 2006. Generally, orders placed by customers and accepted by the
Company have resulted in sales. However, customers from time to time request
cancellation, and the Company has historically allowed such cancellations.

Marketing
- ---------

The Company sells its products through a network of distribution
facilities located in 13 geographical districts throughout the United
States. In each district the Company maintains a main distribution facility
and a number of branch distribution facilities, each of which carries an
inventory of supply materials and operates as a wholesale distributor for
the territory in which it is located. In addition, the Company maintains
10 zone

warehouses containing both standard and specialized inventory products.
The zone warehouses replenish the inventories carried at the main and branch
distribution facilities and make shipments directly to customers. The
Company has subsidiary operations with distribution facilities located in
Puerto Rico, Mexico and Canada.

The distribution facilities operated by the Company at December 31,
2005 are shown in the following table:

Number of Branch
Location in Main Distribution
Distribution Facility Facilities in District Zone Warehouses
--------------------- ---------------------- ---------------

Boston, MA 10 Austell, GA
City of Industry, CA 20 Charlotte, NC
Dallas, TX 14 Fresno, CA
Glendale Heights, IL 18 Joliet, IL
Minneapolis, MN 16 Richmond, VA
New York, NY 12 Springfield, MO
Norcross, GA 20 Stafford, TX
Phoenix, AZ 9 Tampa, FL
Pittsburgh, PA 19 Taunton, MA
Richmond, VA 16 Youngstown, OH
Seattle, WA 11
St. Louis, MO 13
Tampa, FL 18

Number of
---------
Distribution
------------
Facilities
----------

Graybar International, Inc.
- ---------------------------
Carolina, Puerto Rico 1

Graybar Electric Canada, Ltd.
- -----------------------------
Halifax, Nova Scotia, Canada 26

Graybar de Mexico, S.de R.L. de C.V.
- ------------------------------------
Mexico City, Mexico 3

Where the specialized nature or size of a particular shipment
warrants, the Company has products shipped directly from its suppliers to
the place of use, while in other cases orders are filled from the Company's
inventory. On a dollar volume basis, approximately 59% of the orders were
filled from the Company's inventory in 2005 and the remainder were shipped
directly from the supplier to the place of use. The Company generally
finances its inventory through collections of accounts receivable and
accounts payable terms with its suppliers. The Company's short-term
borrowing facilities are also used to finance inventory as needed.
Currently, the Company does not use long-term borrowings for inventory
financing. No inventory is pledged as collateral for any borrowings.

The Company distributes its products to more than 165,000
customers, which fall into three principal classes. The following list shows
the estimated percentage of the Company's total sales for each of the last
three years, attributable to each of these classes:

CLASS OF CUSTOMERS PERCENTAGE OF SALES
------------------ -------------------

2005 2004 2003
---- ---- ----

Electrical Contractors 45.0% 44.5% 41.5%
Commercial & Industrial 22.3 21.5 22.2
Voice and Data Communications 19.4 21.3 22.6

At December 31, 2005, the Company employed approximately 3,200
persons in sales capacities. Approximately 1,300 of these sales personnel
were sales representatives who work in the field making sales to customers
at the work site. The remainder of the sales personnel were sales and
marketing managers and telemarketing, advertising, quotation, counter and
clerical personnel.

Competition
- -----------

The Company believes that it is one of the three largest
distributors of electrical and comm/data products in the United States. The
field is highly competitive, and the Company estimates that the three
largest distributors account for only a small portion of the total market.
The balance of the market is made up of several thousand independent
distributors operating on a local, state-wide or regional basis and
manufacturers who sell their products directly to end users.

While price is an important consideration, the Company believes
that it is the service that it is able to offer -- the ability to quickly
supply its customers with a broad range of electrical, telecommunications
and networking products through conveniently located distribution facilities
- -- that distinguishes it from most of its competitors, whether they are
distributors or manufacturers selling direct. The Company's pricing
structure for the products it sells reflects the costs associated with the
services that it provides and its prices are generally competitive. However,
if a customer is not looking for one supplier to provide a wide range of
products and does not require prompt delivery or other services, a
competitor that does not provide these benefits may be in a position to
offer a lower price.

Foreign Sales
- -------------

Sales by the Company to customers in foreign countries accounted
for approximately five percent of consolidated revenues in 2005, 2004 and
2003. Export activities are handled from Company facilities in Texas and
California. In addition, subsidiaries of the Company have operations in
Canada, Puerto Rico and Mexico. Long-lived assets located outside the United
States represented less than one percent of the Company's consolidated
assets at the end of each of the last three years. The Company does not have
significant foreign currency exposure and does not believe there are any
other significant risks attendant to its limited foreign operations.

Employees
- ---------

At December 31, 2005, the Company employed approximately 7,800
persons on a full-time basis. Approximately 145 of these persons were
covered by union contracts. The Company has not had a material work stoppage
and considers its relations with its employees to be good.

Item 1A. Risk Factors
- -------- ------------

Our business, financial condition and results are subject to
various risks, including those discussed below. The risks outlined below are
those that we believe are currently the most significant, although
additional risks not presently known to us or that we currently deem less
significant may also impact our business, financial condition and results.

WE PURCHASE 100% OF THE PRODUCTS WE SELL TO OUR CUSTOMERS FROM OTHER
PARTIES.

As a wholesale distributor, our business and financial results
are dependent on our ability to purchase products from manufacturers not
controlled by our company that we in turn sell to our customers. Nearly half
of our purchases are from only 25 manufacturers. A sustained disruption in
our ability to source product from one or more of the largest of these
vendors might have a material impact on our ability to fulfill customer
orders resulting in lost revenue and, in some cases, damages for late or
non-delivery.

CONSOLIDATION IN THE ELECTRICAL AND COMM/DATA WHOLESALE
DISTRIBUTION INDUSTRIES COULD NEGATIVELY IMPACT THE FINANCIAL PERFORMANCE OF
OUR COMPANY.

Our industry contains several thousand competitors, none with a
significant market share. There has been an increasing amount of
consolidation in the market over the past several years and a few
consolidators have greatly increased their scope of operations in the United
States. If a large, well-financed consolidator is able to unify a large
number of our existing competitors into a single entity, it could impact our
market position and, as a result, our financial performance.

OUR BUSINESS FLUCTUATES WITH GENERAL ECONOMIC CONDITIONS,
PARTICULARLY IN THE RESIDENTIAL, COMMERCIAL AND INDUSTRIAL BUILDING
CONSTRUCTION INDUSTRIES.

Our operating locations are widely distributed geographically
across the United States, and to a lesser extent Canada. Customers for both
electrical and comm/data products are similarly diverse -- we have over
160,000 customers and our largest customer accounts for less than 4% of our
total revenue. While our geographic and customer concentrations are
relatively low, our performance is dependent on favorable conditions in both
the general economy and the construction industry. Conditions in the
construction industry are greatly influenced by the general level of
interest rates. Since we derive a substantial portion of our business from
electrical construction contractors, revenue could be negatively impacted
should interest rates rise or other general economic conditions deteriorate
to levels that depress building activity.

INCREASING COSTS OF CERTAIN EMPLOYEE AND RETIREE BENEFITS COULD
ADVERSELY AFFECT OUR RESULTS.

Our earnings and cash flow may be impacted by the amount of
income or expense we record and pay for employee benefit plans. This is
particularly true of our defined benefit pension and our postretirement
welfare plans. The cost of the pension plan is dependent on actual plan
asset returns and the factors used to determine the value and current costs
of plan benefit obligations.

Medical and postretirement welfare plan expense levels are
dependent on the rate of increase in medical costs, which have typically
grown at a rate exceeding the general rate of inflation. Continued medical
cost inflation in excess of the general inflation rate increases the risk
that we will not be able to mitigate the rising costs of medical benefits.
Increases in the costs of pension and medical benefits could have an adverse
effect on our financial results of operations.

WE ARE SUBJECT TO LEGAL PROCEEDINGS AND OTHER CLAIMS.

We are subject to legal proceedings and other claims arising out
of the conduct of our business, including proceedings and claims relating to
public and private sector transactions, product liability, contract
performance, and employment matters. On the basis of information currently
available to us, we do not believe that existing proceedings and claims will
have a material impact on our financial position or results. However,
litigation is unpredictable, and we could incur judgments or enter into
settlements for current or future claims that could adversely affect our
financial position or our results in a particular period.

More specifically, with respect to asbestos litigation, as of
December 31, 2005, approximately 2,800 individual cases and 160 class
actions are pending that allege actual or potential asbestos-related
injuries resulting from the use or exposure to products sold by us.
Additional claims will likely be filed against us in the future. Our
insurance carriers have historically borne all costs and liability with
respect to this litigation and are continuing to do so. Accordingly, our
future liability with respect to pending and unasserted claims is dependent
on the continued solvency of our insurance carriers. Other factors that
could impact this liability are: the number of future claims filed against
us; the defense and settlement costs associated with these claims; changes
in the litigation environment, including changes in federal or state law
governing the compensation of asbestos claimants; adverse jury verdicts in
excess of historic settlement amounts; and bankruptcies of other asbestos
defendants. Because any of these factors may change, our future exposure is
unpredictable, and it is possible that we may incur costs that would have a
material adverse impact on our liquidity, financial position or results of
operations in future periods.

OUR FINANCING ARRANGEMENTS AND LOAN AGREEMENTS CONTAIN FINANCIAL
COVENANTS AND CERTAIN OTHER RESTRICTIONS ON OUR ACTIVITIES AND THOSE OF OUR
SUBSIDIARIES.

Our senior unsecured notes, revolving credit facility, and
asset-backed commercial paper credit arrangement impose contractual limits
on our ability and the ability of most of our subsidiaries to take certain
actions. In addition, we are required to maintain acceptable ratios relating
to debt leverage, interest coverage, net worth, asset performance, and
certain other customary covenants. Our failure to comply with these
obligations may cause an event of default triggering an acceleration of the
debt owed to our creditors or limit our ability to obtain additional credit
under these facilities. While we expect to remain in compliance with the
terms

of our credit agreements, our failure to do so could have a negative impact
on our ability to borrow funds and maintain acceptable levels of cash flow
from financing activities.

Item 2. Properties
- ------- ----------

As of December 31, 2005, the Company has 10 zone warehouses,
ranging in size from approximately 140,000 to 300,000 square feet. See Note
7 of Notes to Consolidated Financial Statements for a discussion of the
leveraged lease arrangements with an independent lessor that have been used
to fund the acquisition and, in some cases, construction, of six of the zone
warehouses. Of the remaining four zone warehouses, one is owned and the rest
are leased, with the remaining lease terms ranging from approximately 3 to 6
years.

At December 31, 2005, the Company operated in 13 geographical
districts in the United States, each of which maintains a main distribution
facility (ranging from approximately 50,000 to 170,000 square feet) that
consists primarily of warehouse space. A small portion of the space in each
of the main distribution facilities is used for offices. The Company owns 12
of the main distribution facilities and leases one. Each district has a
number of branch distribution facilities consisting of warehouse and office
space. The number of branches in a district varies from 9 to 20 and totals
196 for all districts. The branch facilities range in size from
approximately 4,000 square feet to 130,000 square feet, with the average
being approximately 29,000 square feet. The Company owns 108 of the branch
facilities and leases 88. The leases of the branch facilities are for
varying terms, with the majority having a remaining term of less than five
years.

As of December 31, 2005, the Company has a 22,000 square foot
leased facility in Puerto Rico and three leased facilities in Mexico ranging
in size from approximately 1,300 to 13,000 square feet. The Company has 26
distribution facilities in Canada, of which 9 are owned and 17 are leased.
These range in size from approximately 5,000 to 40,000 square feet.

The Company's headquarters are located in St. Louis, Missouri in
a 93,000 square foot building owned by the Company. The Company also leases
a 200,000 square foot operations and administration center in St. Louis,
Missouri. The Company has options to purchase this facility in 2011, 2016,
and at the expiration of the lease in 2021.

As of December 31, 2005, the Company had granted mortgages or
other security interests on fifteen buildings securing approximately $60.6
million in debt. Ten of the fifteen facilities are subject to security

interests totaling $56.7 million under two lease arrangements with an
independent lessor. Another four of the fifteen facilities are subject to
first mortgages securing variable rate notes, of which $0.5 million in
principal remains outstanding. A facility in Kitchener, Ontario, Canada is
subject to a first mortgage securing a 5.87% note, of which $3.3 million in
principal remains outstanding.

Item 3. Legal Proceedings
- ------- -----------------

There are presently no pending legal proceedings that are
expected to have a material impact on the Company or its subsidiaries.

Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------

No matter was submitted to a vote of shareholders during the
fourth quarter of the fiscal year covered by this Annual Report on Form 10-K.

Executive Officers of the Registrant
- ------------------------------------

Certain information with respect to the executive officers of the
Company is set forth in Item 10 of this Annual Report on Form 10-K.

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder
- ------- --------------------------------------------------------------
Matters and Issuer Purchases of Equity Securities
- -------------------------------------------------

The Company is 100% owned by its active and retired employees,
and there is no public trading market for its Common Stock. Since 1928,
substantially all of the issued and outstanding shares of Common Stock have
been held of record by voting trustees under successive voting trust
agreements. Under applicable state law, a voting trust may not have a term
greater than ten years. At December 31, 2005, approximately 95% of the
Common Stock was held in a Voting Trust that expires by its terms on March
31, 2007. The participation of shareholders in a voting trust is voluntary
at the time the voting trust is created but is irrevocable during its term.
Shareholders who elect not to participate in a newly formed voting trust
hold their Common Stock as the shareholders of record.

No shareholder may sell, transfer or otherwise dispose of shares
of Common Stock (or the Voting Trust Certificates issued with respect
thereto) without first offering the Company the option to purchase such
shares (or Voting Trust Certificates) at the price at which the shares were
issued. The Company also has the option to purchase at the issue price the
Common Stock (or Voting Trust Certificates) of any holder who dies or ceases
to be an employee of the Company for any cause other than retirement on a
Company pension. In the past all shares issued by the Company have been
issued at $20 per share, and the Company has always exercised its repurchase
option, and expects to continue to do so. In the months of October, November
and December 2005, the Company purchased 10,530, 21,825 and 22,992 shares,
respectively, at the issue price of $20 per share.

The information as to number of holders of Common Stock and
frequency and amount of dividends, required to be included pursuant to this
Item 5, is included under the captions "Capital Stock Data" and "Dividend
Data" on page 1 of the Company's Annual Report to Shareholders for the year
ended December 31, 2005 (the "2005 Annual Report") furnished to the
Commission pursuant to Rule 14c-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and such information is incorporated herein
by reference.

Item 6. Selected Financial Data
- ------- -----------------------

The selected financial data for the Company as of December 31,
2005 and for the five years then ended required to be included pursuant to
this Item 6, is included under the caption "Selected Consolidated Financial
Data" on page 13 of the 2005 Annual Report and is incorporated herein by
reference.

Item 7. Management's Discussion and Analysis of Financial Condition and
- ------- ---------------------------------------------------------------
Results of Operations
- ---------------------

Management's discussion and analysis required to be included
pursuant to this Item 7 is included under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 14 through 17 of the 2005 Annual Report and is incorporated herein by
reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------- ----------------------------------------------------------

The Company's interest expense is sensitive to changes in the
general level of interest rates. Changes in interest rates have different
impacts on the fixed-rate and variable-rate portions of the Company's debt
portfolio. A change in interest rates on the fixed-rate portion of the debt
portfolio impacts the fair value of the financial instrument but has no
impact on interest incurred or cash flows. A change in interest rates on the
variable-rate portion of the debt portfolio impacts the interest incurred
and cash flows but does not impact the fair value of the financial
instrument. To mitigate the cash flow impact of interest rate fluctuations,
the Company generally maintains a significant portion of its debt as fixed
rate in nature by borrowing on a long-term basis.

Based on the amount ($85 million) of variable rate debt
outstanding at December 31, 2005, a one-percent (1%) increase in interest
rates would increase the Company's interest expense by $0.85 million per
annum.

The following table provides information about financial
instruments that are sensitive to changes in interest rates. The table
presents principal cash flows and related weighted-average interest rates by
expected maturity dates.

Fair
Market
There- Value
2006 2007 2008 2009 2010 after Total 12/31/05
---- ---- ---- ---- ---- ------ ----- --------

Long-term debt principal
payments by expected maturity
dates, including current
portion -
Fixed-rate debt(A) 31,749 31,756 31,765 31,775 34,350 47,039 208,434 205,045
Average interest rate 7.15% 7.15% 7.15% 7.15% 7.05% 6.93%

Variable-rate debt(A), (B) 384 89 27,748 29,005 -- -- 57,226 55,766
Average interest rate 5.45% 6.19% 6.75% 7.06% -- --

Short-term variable-
rate borrowings (A) 55,910 55,910 55,910
Average interest rate 4.87%

<FN>
(A) Dollars stated in thousands

(B) Includes $27.7 million of variable rate debt swapped to a
fixed rate of interest of 6.92%.

The fair value of long-term debt is estimated by discounting cash
flows using current borrowing rates available for debt of similar
maturities.

In September 2000, the Company entered into a swap agreement to
manage interest rates on amounts due under a leveraged lease arrangement.
The agreement, which expires in July 2013, is based on a notional amount of
$28.7 million. The agreement calls for an exchange of interest payments,
with the Company being paid a London Interbank Offered Rate (LIBOR) floating
rate and paying a fixed rate of 6.92%. There is no exchange of the notional
amount upon which the payments are based. The fair value of the agreement at
December 31, 2005 was $(4.0) million. The negative value of this agreement
reflects the low level of interest rates generally.

Foreign Exchange Rate Risk
--------------------------

The Company conducts business in Canada and Mexico. Exposure to
foreign currency exchange rate fluctuations is not material.

Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------

The financial statements and Report of Independent Registered
Public Accounting Firm required by this Item 8 are listed in Item 15(a)(1)
of this Annual Report on Form 10-K under the caption "Index to Financial
Statements." Such financial statements specifically referenced from the 2005
Annual Report in such list are incorporated herein by reference.

Selected quarterly financial data for the years ended December
31, 2005 and 2004 required by Item 302(a) is included in Note 10 -
"Quarterly Financial Information (Unaudited)" to the consolidated financial
statements on page 28 of the 2005 Annual Report and is incorporated herein
by reference.

There is no other supplementary financial information required by
this item that is applicable to the Company.

Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------ ---------------------------------------------------------------
Financial Disclosure
- --------------------

None.

Item 9A. Controls and Procedures
- -------- -----------------------

An evaluation was performed under the supervision and with the
participation of the Company's management of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of
December 31, 2005. Based on that evaluation, the Company's management,
including the Chief Executive Officer and Chief Financial Officer, concluded
that the Company's disclosure controls and procedures were effective to
ensure that information required to be disclosed in the reports filed or
submitted by the Company under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities
and Exchange Commission's rules and forms.

Item 9B. Other Information
- -------- -----------------

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------

The information with respect to the directors of the Company
required to be included pursuant to this Item 10 will be included under the
caption "Directors -- Nominees for Election as Directors" and "Directors
- --Committees" in the Company's Information Statement relating to the 2006
Annual Meeting (the "Information Statement"), to be filed with the
Commission pursuant to Rule 14c-5 under the Exchange Act, and is
incorporated herein by reference.

The following directors are also executive officers of the
Company: D. B. D'Alessandro, D. E. DeSousa, T. F. Dowd, L. R. Giglio, K. M.
Mazzarella, R. D. Offenbacher and R. A. Reynolds, Jr. Information regarding
the other executive officers appears below.

Name Age Business experience last five years
- ---- --- -----------------------------------

M. J. Beagen 49 Employed by Company in 1980; Assistant Treasurer
2000 to 2005; Vice President and Controller 2005
to present.

J. N. Reed 49 Employed by Company in 1980; Vice President and
Treasurer 2000 to present.

The information with respect to audit committee financial experts
required to be included pursuant to this Item 10 will be included under the
caption "Directors -- Committees" in the Company's Information Statement and
is incorporated herein by reference.

The Company has adopted a code of ethics that applies
specifically to the principal executive officer, principal financial officer
and principal accounting officer ("Covered Officers"). This code of ethics
is appended to the Company's business conduct guidelines for all employees.
The business conduct guidelines and specific code for Covered Officers may
be accessed at the "About Us" page under "Code of Ethics" at the Company's
website at www.graybar.com and is also available in print without charge
upon written request addressed to the Secretary of the Company at its
principal executive offices.

Item 11. Executive Compensation
- -------- ----------------------

The information with respect to executive compensation required
to be included pursuant to this Item 11 will be included under the caption
"Executive Compensation" in the Information Statement and is incorporated
herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------- --------------------------------------------------------------
and Related Stockholder Matters
- -------------------------------

The information with respect to the security ownership of
beneficial owners of more than 5% of the Common Stock and of directors and
executive officers of the Company required to be included pursuant to this
Item 12, will be included under the captions "Beneficial Ownership of More
Than 5% of the Outstanding Common Stock" and "Beneficial Ownership of
Management" in the Information Statement and is incorporated herein by
reference.

Item 13. Certain Relationships and Related Transactions
- ------- ----------------------------------------------

At the date of this report, other than as described under the
caption "Directors - Certain Transactions" in the Information Statement,
there are no reportable transactions, business relationships or indebtedness
of the type required to be included pursuant to this Item 13 between the
Company and the beneficial owners of more than 5% of the Common Stock, the
directors or nominees for director of the Company, the executive officers of
the Company or the members of the immediate families of such individuals. If
there is any change in that regard prior to the filing of the Information
Statement, such information will be included under such caption in the
Information Statement and shall be incorporated herein by reference.

Item 14. Principal Accounting Fees and Services
- ------- --------------------------------------

The information with respect to principal accounting fees and
services required to be included pursuant to this Item 14 will be included
under the caption "Relationship with Independent Registered Public
Accounting Firm" in the Company's Information Statement and is incorporated
herein by reference.

PART IV
-------

Item 15. Exhibits, Financial Statement Schedules
- ------- ---------------------------------------

(a) Documents filed as part of this report:
--------------------------------------

The following financial statements and Report of
Independent Registered Public Accounting Firm are included on the
indicated pages in the 2005 Annual Report and are incorporated by
reference in this Annual Report on Form 10-K:

1. Index to Financial Statements
-----------------------------

(i) Consolidated Statements of Income and Retained
Earnings for each of the three years ended
December 31, 2005 (page 18).

(ii) Consolidated Balance Sheets, as of December 31,
2005 and 2004 (page 19).

(iii) Consolidated Statements of Cash Flows for each
of the three years ended December 31, 2005 (page
20).

(iv) Consolidated Statements of Changes in
Shareholders' Equity for each of the three years
ended December 31, 2005 (page 21).

(v) Notes to Consolidated Financial Statements (pages
22 to 28).

(vi) Report of Independent Registered Public
Accounting Firm (page 29).

2. Index to Financial Schedule
---------------------------

The following schedule to the financial statements for
each of the three years ended December 31, 2005 is included on
the indicated page in this Annual Report on Form 10-K:

(i) Schedule II. Valuation and Qualifying Accounts
(page 22).

All schedules other than those indicated above are omitted
because of the absence of the conditions under which they are
required or because the required information is set forth in the
financial statements and the accompanying notes thereto.

3. Exhibits
--------

The following exhibits required to be filed as part of
this Annual Report on Form 10-K have been included:

(3) Articles of incorporation and by-laws

(i) Restated Certificate of Incorporation, as
amended, filed as Exhibit 4(i) to the
Company's Registration Statement on Form S-1
(Registration No. 333-15761) and
incorporated herein by reference.

(ii) By-laws as amended through July 25, 2000
filed as Exhibit 3(ii) to the Company's
Quarterly Report on Form 10-Q for the period
ended September 30, 2000 (Commission File
No. 0-255) and incorporated herein by
reference.

(iii) Certificate of Amendment of Certificate of
Incorporation, filed as Exhibit 4(ii) of the
Company's Registration Statement on Form S-2
(Registration No. 333-118575) and
incorporated herein by reference.

(4)and(9) Voting Trust Agreements

Voting Trust Agreement dated as of April
1, 1997, attached as Annex A to the Prospectus,
dated January 21, 1997, constituting a part of
the Company's Registration Statement on Form S-1
(Registration No. 333-15761) and incorporated
herein by reference.

The Company hereby agrees to furnish to
the Commission upon request a copy of each
instrument omitted pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K.

(10) Material contracts.

(i) Management Incentive Plan, filed as
Exhibit 4(a)(1) to the Annual Report on
Form 10-K for the year ended December 31,
1972 (Commission File No. 0-255), as
amended by the Amendment effective
January 1, 1974, filed as Exhibit 13-c to
the Registration Statement on Form S-1
(Registration No. 2-51832), the Amendment
effective January 1, 1977, filed as
Exhibit 13(d) to the Registration
Statement on Form S-1 (Registration No.
2-59744), and the Amendment effective
January 1, 1980, filed as Exhibit 5(f) to
the Registration Statement on Form S-7
(Registration No. 2-68938) and
incorporated herein by reference.*

(ii) Form of Deferral Agreement entered into
between the Company and certain
employees, filed as Exhibit 10(ii) to the
Company's Annual Report on Form 10-K for
the year ended December 31, 2002 and
incorporated herein by reference.*

(iii) Form of Supplemental Benefit Plan
covering certain employees, filed as
Exhibit 10(iii) to the Company's Annual
Report on Form 10-K for the year ended
December 31, 2002 and incorporated herein
by reference.*

(iv) Receivables Sale Agreement, dated June
30, 2000, between Graybar Electric
Company, Inc. and Graybar Commerce
Corporation filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q
for the period ended June 30, 2003
(Commission File No. 0-255) and
incorporated herein by reference.

(v) Receivables Purchase Agreement, dated
June 30, 2000, among Graybar Commerce
Corporation, as Seller, Graybar Electric
Company, Inc., as Servicer, Falcon Asset
Securitization Corporation and Bank One,
NA, as Agent, and other financial
institutions named therein; Amendments to
Receivables Purchase Agreement dated
January 1, 2001, June 22, 2001, August
29, 2001, October 26, 2001, December 31,
2001, October 23, 2002, and December 23,
2002, filed as Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q
for the period ended June 30, 2003
(Commission File No. 0-255) and
incorporated herein by reference;
Amendment to Receivables Purchase
Agreement dated October 22, 2003, filed
as Exhibit 10(v) of the Company's
Registration Statement on Form S-2
(Registration No. 333-118575) and
incorporated herein by reference;
Amendment to Receivables Purchase
Agreement, dated September 26, 2005,
filed as Exhibit 10(v) to the Company's
Annual Report on Form 10-K for the year
ended December 31, 2005.

(vi) 364-Day Credit Agreement, dated July 22,
2004, among Graybar Electric Company,
Inc., Wachovia Bank, National
Association, as Agent, and other banks
named therein; filed as Exhibit 10(vi) of
the Company's Registration Statement on
Form S-2 (Registration No. 333-118575)
and incorporated herein by reference;
Amendment to 364-Day Credit Agreement,
dated July 21, 2005, filed as Exhibit
(vii) of the Company's Registration
Statement on Form S-2 (Registration No.
333-127929) and incorporated herein by
reference.

<FN>
*Compensation arrangement

(13) Annual Report to Shareholders for 2005 (except for
those portions which are expressly incorporated by
reference in this Annual Report on Form 10-K, this
exhibit is furnished for the information of the
Commission and is not deemed to be filed as part
of this Annual Report on Form 10-K).

(21) List of subsidiaries of the Company.

(23) Consent of Independent Registered Public
Accounting Firm.

(31.1) Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 - Principal Executive
Officer.

(31.2) Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 - Principal Financial
Officer.

(32.1) Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 - Principal Executive
Officer.

(32.2) Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 - Principal Financial
Officer.

SIGNATURES
----------

Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Company has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, as of the 23rd day of March, 2006.

GRAYBAR ELECTRIC COMPANY, INC.

By /S/ R. A. REYNOLDS, JR.
-------------------------------------------
(R. A. Reynolds, Jr., Chairman of the Board
and President)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-K has been signed below by the following
persons on behalf of the Company, in the capacities indicated, on March 23,
2006.

/S/ R. A. REYNOLDS, JR. Director, Chairman of
- ---------------------------- the Board and President
(R. A. Reynolds, Jr.) (Principal Executive Officer)

/S/ D. B. D'ALESSANDRO Director
- ---------------------------- (Principal Financial Officer)
(D. B. D'Alessandro)

/S/ R. A. COLE Director
- ----------------------------
(R. A. Cole)

/S/ D. E, DeSOUSA Director
- ----------------------------
(D. E. DeSousa)

/S/ T. F. DOWD Director
- ----------------------------
(T. F. Dowd)

/S/ L. R. GIGLIO Director
- ----------------------------
L. R. Giglio)

/S/ T. S. GURGANOUS Director
- ----------------------------
(T. S. Gurganous)

/S/ G. D. HODGES Director
- ----------------------------
(G. D. Hodges)

/S/ F. H. HUGHES Director
- ----------------------------
(F. H. Hughes)

/S/ K. M. MAZZARELLA Director
- ----------------------------
(K. M. Mazzarella)

/S/ R. D. OFFENBACHER Director
- ----------------------------
(R. D. Offenbacher)

/S/ K. B. SPARKS Director
- ----------------------------
(K. B. Sparks)

/S/ M. J. BEAGEN Vice President and Controller
- ---------------------------- (Principal Accounting Officer)
(M. J. Beagen)

GRAYBAR ELECTRIC COMPANY, INC. AND SUBSIDIARIES
-----------------------------------------------

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
---------------------------------------------

Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------

Balance at Additions Balance
Beginning Charged to at End
of Period Income Deductions of Period
--------- ------ ---------- ---------
Description
-----------

FOR THE YEAR ENDED DECEMBER 31, 2005:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $7,323,000 $ 5,956,000 $ 6,777,000 (1) $ 6,502,000
Allowance for cash discounts 981,000 16,187,000 16,144,000 (2) 1,024,000
Reserve for Excess and Obsolete Inventory 1,600,000 3,139,000 1,079,000 3,660,000
---------- ----------- ----------- -----------

Total $9,904,000 $25,282,000 $24,000,000 $11,186,000
========== =========== =========== ===========

FOR THE YEAR ENDED DECEMBER 31, 2004:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $6,465,000 $ 6,240,000 $ 5,382,000 (1) $ 7,323,000
Allowance for cash discounts 734,000 14,156,000 13,909,000 (2) 981,000
Reserve for Excess and Obsolete Inventory 2,100,000 3,392,000 3,892,000 1,600,000
---------- ----------- ----------- -----------

Total $9,299,000 $23,788,000 $23,183,000 $ 9,904,000
========== =========== =========== ===========

FOR THE YEAR ENDED DECEMBER 31, 2003:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $5,619,000 $ 7,352,000 $ 6,506,000 (1) $ 6,465,000
Allowance for cash discounts 688,000 10,866,000 10,820,000 (2) 734,000
Reserve for Excess and Obsolete Inventory 0 2,100,000 0 2,100,000
---------- ----------- ----------- -----------

Total $6,307,000 $20,318,000 $17,326,000 $ 9,299,000
========== =========== =========== ===========

<FN>
(1) Amount of trade receivables written off against the reserve provided.
(2) Discounts allowed to customers.

INDEX TO EXHIBITS
-----------------

Exhibits
--------

(3) Articles of incorporation and by-laws.

(i) Restated Certificate of Incorporation, as amended, filed
as Exhibit 4(i) to the Company's Registration Statement on Form S-1
(Registration No. 333-15761) and incorporated herein by reference.

(ii) By-laws as amended through July 25, 2000 filed as Exhibit 3(ii)
to the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2000 (Commission File No. 0-255) and incorporated
herein by reference.

(iii) Certificate of Amendment of Certificate of Incorporation,
filed as Exhibit 4(ii) to the Company's Registration Statement on
Form S-2 (Registration No. 333-118575) and incorporated herein by
reference.

(4)and(9) Voting Trust Agreements

Voting Trust Agreement dated as of April 1, 1997,
attached as Annex A to the Prospectus, dated January 21,
1997, constituting a part of the Company's Registration
Statement on Form S-1 (Registration No. 333-15761) and
incorporated herein by reference.

(10) Material contracts.

(i) Management Incentive Plan, filed as Exhibit 4(a)(1) to the
Annual Report on Form 10-K for the year ended December 31, 1972
(Commission File No. 0-255), as amended by the Amendment effective
January 1, 1974, filed as Exhibit 13-c to the Registration Statement
on Form S-1 (Registration No. 2-51832), the Amendment effective
January 1, 1977, filed as Exhibit 13(d) to the Registration
Statement on Form S-1 (Registration No. 2-59744), and the Amendment
effective January 1, 1980, filed as Exhibit 5(f) to the Registration
Statement on Form S-7 (Registration No. 2-68938) and incorporated
herein by reference.*

(ii) Form of Deferral Agreement entered into between the Company and
certain employees, filed as Exhibit 10(ii) to the Company's Annual
Report on Form 10-K for the year ended December 31, 2002 and
incorporated herein by reference.*

(iii) Form of Supplemental Benefit Plan covering certain employees,
filed as Exhibit 10(iii) to the Company's Annual Report on Form 10-K
for the year ended December 31, 2002 and incorporated herein by
reference.*

(iv) Receivables Sale Agreement, dated June 30, 2000, between
Graybar Electric Company, Inc. and Graybar Commerce Corporation
filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 2003 (Commission File No. 0-255) and
incorporated herein by reference.

(v) Receivables Purchase Agreement, dated June 30, 2000, among
Graybar Commerce Corporation, as Seller, Graybar Electric Company,
Inc., as Servicer, Falcon Asset Securitization Corporation and Bank
One, NA, as Agent, and other financial institutions named therein;
Amendments to Receivables Purchase Agreement dated January 1, 2001,
June 22, 2001, August 29, 2001, October 26, 2001, December 31, 2001,
October 23, 2002, and December 23, 2002, filed as Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 2003 (Commission File No. 0-255) and incorporated herein by
reference; Amendment to Receivables Purchase Agreement dated October
22, 2003, filed as Exhibit 10(v) to the Company's Registration
Statement on Form S-2 (Registration No. 333-118575) and incorporated
herein by reference; Amendment to Receivables Purchase Agreement,
dated September 26, 2005, filed as Exhibit 10(v) to the Company's
Annual Report on Form 10-K for the year ended December 31, 2005.

(vi) 364-Day, Credit Agreement, dated July 22, 2004, among Graybar
Electric Company, Inc., Wachovia Bank, National Association, as
Agent, and other banks named therein; filed as Exhibit 10(vi) to the
Company's Registration Statement on Form S-2 (Registration No.
333-118575) and incorporated herein by reference; Amendment to
364-Day Credit Agreement, dated July 21, 2005, filed as Exhibit
(vii) of the Company's Registration Statement on Form S-2
(Registration No. 333-127929) and incorporated herein by reference.

<FN>
*Compensation arrangement

(13) Annual Report to Shareholders for 2005 (except for those
portions which are expressly incorporated by reference in
this Annual Report on Form 10-K, this exhibit is furnished
for the information of the Commission and is not deemed to
be filed as part of this Annual Report on Form 10-K)

(21) List of subsidiaries of the Company.

(23) Consent of Independent Registered Public Accounting Firm.

(31.1) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 - Principal Executive Officer.

(31.2) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 - Principal Financial Officer.

(32.1) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal
Executive Officer.

(32.2) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
Principal Financial Officer.