---

---

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported):
February 24, 2004

INGRAM MICRO INC.
(Exact Name of Registrant as Specified in Its Charter)

1600 E. St. Andrew Place
Santa Ana, CA 92799-5125
(Address, including zip code of Registrant’s principal executive offices)

Registrant’s telephone number, including area code: (714) 566-1000

---

---

Item 7. Financial Statements and Exhibits.

	Exhibit No.		Description
	99.1		Press Release dated February 24, 2004 and related financial schedules.

Item 12. Results of Operations and Financial Condition.

          On February 24, 2004, Ingram Micro Inc. (“Ingram Micro”) issued a press release announcing Ingram Micro’s financial results for its fourth quarter and fiscal year ended January 3, 2004 and an outlook for the first quarter ending April 3, 2004. A copy of the press release, together with the related financial schedules, are attached hereto as Exhibit 99.1, the text of which are incorporated under Item 12 of this Form 8-K by reference herein. This press release, together with the related financial schedules, are not to be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing, or to form a part of Ingram Micro’s public disclosure in the United States or otherwise.

2

---

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 24, 2004

3

---