E5-2410. Issuer Delisting; Notice of Application of Avnet, Inc. To Withdraw Its Common Stock, $1.00 Par Value, From Listing and Registration on the Pacific Exchange, Inc. File No. 1-04224

May 9, 2005.

On April 13, 2005, Avnet, Inc., a New York corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its common stock, $1.00 par value (“Security”), from listing and registration on the Pacific Exchange, Inc. (“PCX”).

The Board of Directors (“Board”) of the Issuer approved a resolution on November 12, 2004 to withdraw the Security from listing on the PCX. The Issuer stated the following reasons factored into the Board's decision to withdraw the Security from listing on the PCX:

(1) The Issuer's request for withdrawal from listing on the PCX is voluntary and based on costs considerations. (2) The Issuer is currently listed on both the PCX and the New York Stock Exchange (“NYSE”), and has resolved to withdraw from listing its Security on the PCX in order to save listing fees and other associated costs. The Issuer stated that the Security will continue to list on the NYSE following its delisting from the PCX

The Issuer stated that it has complied with PCX Rule 5.4(b) by providing the PCX with the required documents governing the withdrawal of securities from listing and registration on the PCX.

The Issuer's application relates solely to the withdrawal of the Security from listing on the PCX and shall not affect its continued listing on the NYSE or its obligation to be registered under Section 12(b) of the Act.^[3]

Any interested person may, on or before May 31, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of PCX, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Use the Commission's Internet comment form (http://www.sec.gov/​rules/​delist.shtml); or
• Send an e-mail to [e-mail]. Please include the File Number 1-04224 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-04224. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.⁴

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  17 CFR 200.30-3(a)(1).