UNITED STATES
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):
August 24, 2005

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

Delaware
(State of Incorporation
or organization)
1-12203
(Commission File
Number)
 62-1644402
(I.R.S. Employer
Identification No.)

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

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

     On August 24, 2005, the Board of Directors of Ingram Micro Inc. (“Ingram Micro”) amended the Ingram Micro Code of Conduct (the “Code of Conduct”) principally to codify Ingram Micro’s long-standing “Sunshine Rule” by incorporating it explicitly into the Code of Conduct. The Code of Conduct, which is filed as Exhibit 14.1 to this Form 8-K, is incorporated into this Item 5.05 by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description
   
14.1      Ingram Micro Code of Conduct (as amended on August 24, 2005)
 

 

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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.

INGRAM MICRO INC. 
     
By: /s/ Larry C. Boyd 
 
  Name: Larry C. Boyd 
  Title: Senior Vice President, 
    Secretary and General Counsel 

 

Date: August 25, 2005

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