<PAGE> 1
Registration No. 33-62269
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
-------------------
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
GRAYBAR ELECTRIC COMPANY, INC.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization)
13-0794380
(I.R.S. Employer
Identification No.)
34 North Meramec Avenue,
St. Louis, Missouri 63105
(314) 512-9200
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
G. S. TULLOCH, JR., ESQ.
Vice President, Secretary and General Counsel
Graybar Electric Company, Inc.
34 North Meramec Avenue
St. Louis, Missouri 63105
(314) 512-9200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
-------------------
Copy to:
JOHN H. DENNE, ESQ.
Whitman Breed Abbott & Morgan
200 Park Avenue
New York, New York 10166
===============================================================================
<PAGE> 2
EXPLANATORY STATEMENT
(1) The 575,000 shares of Common Stock originally
registered under this Registration Statement represented the
maximum number of the Registrant's shares offered pursuant to the
terms of the Common Stock Purchase Plan, dated as of October 9,
1995 (the "Plan"), set forth starting at page 6 of the
Prospectus, dated October 9, 1995, which constitutes a part of
this Registration Statement. Of that number of shares, 450,402
were subscribed for during the period allowed under the Plan for
such subscriptions. Accordingly, this Post-Effective Amendment
No. 1 deregisters the 124,598 shares of Common Stock originally
registered hereunder which have not been subscribed for.
(2) Voting Trust Certificates were originally
registered under this Registration Statement to represent the
575,000 shares of Common Stock initially registered by this
Registration Statement. This Post-Effective Amendment No. 1
decreases the number of shares to be represented by such Voting
Trust Certificates to 450,402.
Item 16. Exhibits
------- --------
(25) Powers of Attorney for the directors and officers
signing this Post-Effective Amendment No. 1 were set forth on
pages II-8 through II-10 of the Registration Statement on Form S-2
(Registration No. 33-62269) filed August 31, 1995, and such
Powers of Attorney are incorporated herein by reference.
II-2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-2 and has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement
on Form S-2 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of St. Louis, State of Missouri on the 15th day of
October, 1996.
GRAYBAR ELECTRIC COMPANY, INC.
By: /s/ G. S. Tulloch, Jr.
---------------------------------
(G. S. Tulloch, Jr.,
Vice President, Secretary
and General Counsel)
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-2 has been signed by the following persons, in the
capacities indicated, on October 15, 1996:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<C> <S>
C. L. HALL<F*> Director and President (Principal
Executive Officer and
Principal Financial Officer)
J. R. SEATON<F*> Director, Vice President and
Comptroller (Principal
Accounting Officer)
<CAPTION>
Directors
---------
<S> <C>
A. A. BRZOSKI I. ORLOFF<F*>
T. S. GURGANOUS<F*> R. A. REYNOLDS<F*>
R. H. HANEY<F*> G. S. TULLOCH, JR.<F*>
G. W. HARPER<F*> C. R. UDELL
G. J. McCREA J. F. VAN PELT<F*>
R. L. MYGRANT<F*> J. W. WOLF<F*>
R. D. OFFENBACHER<F*>
<FN>
- ------------------------
<F*> G. S. Tulloch, Jr., pursuant to a Power of Attorney executed by each of
the officers and directors indicated as signing above and filed with the
Securities and Exchange Commission, by signing his name hereto does
hereby sign and execute this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-2 on behalf of each of the persons
indicated as signing above, in the capacities indicated, and does hereby
sign and execute this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-2 on his own behalf in the capacity of Director.
</TABLE>
---------------------------------
G. S. Tulloch, Jr.
II-3
<PAGE> 4
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statement
on Form S-2 has been signed by the following persons, as Voting Trustees,
on the dates indicated.
<TABLE>
<CAPTION>
Date Signature
---- ---------
<C> <S>
October 15, 1996 /s/ C. L. Hall
-----------------------------
(C. L. Hall)
October 15, 1996 /s/ R. H. Haney
-----------------------------
(R. H. Haney)
October 15, 1996 /s/ G. W. Harper
-----------------------------
(G. W. Harper)
October 30, 1996 /s/ R. L. Mygrant
-----------------------------
(R. L. Mygrant)
October 21, 1996 /s/ R. D. Offenbacher
-----------------------------
(R. D. Offenbacher)
</TABLE>
II-4
