AVT

Exhibit 3(i)


RESTATED
CERTIFICATE OF INCORPORATION
OF
AVNET, INC.
UNDER SECTION 807 OF THE
BUSINESS CORPORATION LAW

A. The name of the Corporation is AVNET, INC. The name under which the
Corporation was formed is AVNET ELECTRONIC SUPPLY CO., INC.

B. The certificate of incorporation of the Corporation was filed
by the Department of State on July 22, 1955.

C. The certificate of incorporation, as heretofore amended, is
hereby amended or changed to effect amendments or changes authorized by
the Business Corporation Law, to wit:

1. Article II of the certificate of incorporation, relating to
the purposes of the Corporation, is amended to simplify the
statement of the Corporation's corporate purposes and to
provide, as permitted in Section 402(a)(2) of the Business
Corporation Law, that the Corporation may engage in any lawful
act or activity for which corporations may organized under the
Business Corporation Law.

2. Article III of the certificate of incorporation, relating to
the aggregate number of shares which the Corporation has the
authority to issue, is amended to increase the aggregate
number of shares of Common Stock, par value $1.00 per share,
which the Corporation shall have the authority to issue from
120,000,000 shares to 300,000,000 shares.

3. Articles IV and XVI of the certificate of incorporation,
relating to the Corporation's office and registered agent in
New York and to service of process upon the Secretary of State
of New York as agent for the Corporation, are consolidated
into new Article IV with a change to the service of process
address.

4. Article VI of the certificate of incorporation, relating to
the number and qualifications of directors of the Corporation,
is amended to eliminate the requirements that at least one
director be a shareholder of the Corporation, and that at
least one director be a citizen of the United States and a
resident of the State of New York.

5. Article VII of the certificate of incorporation, relating to
the voting of shares of the corporations held by the
Corporation, is deleted.

6. Article VIII of the certificate of incorporation, relating to
the power of the Corporation to issue partly paid stock, which
power was required by the Stock Corporation Law to be
authorized in the certificate of incorporation, is deleted.

7. Article IX of the certificate of incorporation, relating to
certain transactions having the potential for a conflict of
interest between the Corporation and a director of the
Corporation, is deleted.

8. Article X of the certificate of incorporation, which
eliminates all pre-emptive rights of the Corporation's
shareholders, is redesignated as Article VII and its language
is modernized without substantive change.

9. Article XI of the certificate of incorporation, exculpating
directors of the Corporation from personal liability in some
circumstances for damages arising out of a breach of duty as a
director, is redesignated as Article VIII without substantive
change.

10. Article XII of the certificate of incorporation,which
authorizes the Corporation's Board of Directors to issue stock
options and fix their terms, is deleted.

11. Article XIII of the certificate of incorporation, which
authorizes the Board of Directors to exercise all corporate
powers, including the sale, mortgage, hypothecation and pledge
of corporate property, is deleted.

12. Article XIV of the certificate of incorporation, relating to
the removal of directors by the shareholders of the
Corporation, is redesignated as Article IX without change.

13. A new Article X is added to the certificate of incorporation,
which reduces the shareholder vote required to approve a
merger, consolidation, share exchange or sale or other
disposition of all are substantially all of the Corporation's
assets, from two-thirds of the vote represented by all
outstanding shares entitled to vote to a majority of such
votes.


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14. Article XV of the certificate of incorporation, authorizing
the Board of Directors to adopt, amend or repeal by-laws of
the Corporation, is redesignated as Article XI without
substantive change.

15. Article XVI of the certificate of incorporation is
consolidated with Article IV as described above.

D. The amendments and restatement of the certificate of incorporation of
the Corporation herein provided for were authorized by vote of the Corporation's
Board of Directors, followed by the votes of holders of outstanding shares of
the Corporation entitled to vote on the said amendments and restatement having
not less than the minimum requisite proportion of votes.

E. The text of the certificate of incorporation of the
Corporation is hereby restated as amended or changed herein to read in
full as follows:

* * *

I. The name of the Corporation is Avnet, Inc.

II. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Business Corporation
Law of the State of New York, provided that any act or activity requiring the
consent or approval of any State official, department, board, agency or other
body shall not be engaged in without such consent or approval first being
obtained.

III. The aggregate number of shares which the Corporation shall have the
authority to issue shall be three hundred three million (303,000,000) shares.
Three million (3,000,000) shares shall be Preferred Stock of the par value of
one dollar ($1.00) per share, issuable in series, and three hundred million
(300,000,000) shares shall be Common Stock of the par value of one dollar
($1.00) per share. All shares of Preferred Stock shall be issued in series and
shall be entitled to preference in the distribution of dividends or assets or
both. The Board of Directors of the Corporation, before issuance, shall have the
authority to establish and designate series of the Preferred Stock and to fix
the variations in the relative rights, preferences and limitations of shares of
the Preferred Stock as between such shares and shares of the Common Stock and as
between shares of different series of the Preferred Stock.

IV. The office of the Corporation is located in the County of New York.
The Secretary of State is designated as the agent of the Corporation upon whom
process in any action or proceeding against the Corporation may be served. The
address to which the Secretary of State shall mail a copy of process in any
action or proceeding against the Corporation which may be served upon the
Secretary of State is Corporation


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Service Company, 80 State Street, Albany, New York 12207-2543. The name and
address within the State of New York of the registered agent of the Corporation
is as follows: Corporation Service Company, 80 State Street, Albany, New York
12207-2543. Said registered agent is to be the agent of the Corporation upon
whom process against the corporation may be served.

V. The duration of the Corporation shall be perpetual.

VI. The number of directors of the Corporation shall be fixed from time to
time by the Board of Directors as provided in the By-Laws then in effect, but
shall not be less than three.

VII. No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for,
purchase or receive any shares of the Corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any rights to
subscribe for or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time be issued, sold or offered
for sale by the Corporation.

VIII. No director of the Corporation shall be personally liable to the
Corporation or its shareholders for damages for any breach of duty as a
director, provided that nothing contained in this Article VIII shall eliminate
or limit the liability of any director if a judgment or other final adjudication
adverse to him or her establishes that his or her acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of law or that
he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled or that his or her acts violated
Section 719 of the Business Corporation Law. No amendment, modification or
repeal of this Article VIII shall adversely affect any right or protection of a
director that exists at the time of such amendment, modification or repeal.

IX. Any one or more or all of the directors may be removed, either with or
without cause, at any time by the vote of the stockholders holding a majority of
the stock of the corporation, at any special or regular meeting and thereupon
the terms of each director or directors who shall have been removed shall
forthwith terminate and there shall be a vacancy or vacancies in the Board of
Directors to be filled as provided in the By-laws.

X. If any plan of merger or consolidation, any sale, lease, exchange or
other disposition of all or substantially all the assets of the Corporation not
made in the usual or regular course of business actually conducted by the
Corporation, or any plan for a binding share exchange is required to be adopted
or approved by the shareholders of the Corporation, it shall be adopted or
approved by a majority of the votes of all outstanding shares entitled to vote
thereon.


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XI. By-laws of the Corporation may be adopted, amended or repealed by the
Board of Directors of the Corporation by the vote of a majority of the directors
present at a meeting of the Board of Directors at which a quorum is present, but
any by-law adopted by the Board of Directors may be amended or repealed by the
shareholders by a majority of the votes cast by the shares at the time entitled
to vote in the election of any directors.


Signed this 11th day of December, 2000.


/s/David R. Birk
------------------------------------
David R. Birk
Senior Vice President and Secretary