<PAGE>
               SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549

                           FORM 10-Q

          /x/ QUARTERLY REPORT UNDER SECTION 13 or 15 (d)

               OF THE SECURITIES EXCHANGE ACT OF 1934

            For the quarter ended February 28, 1997

     Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to ___________.

Commission file number 1-5441.

                       MARSHALL INDUSTRIES
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

         California                             95-2048764
--------------------------------------------------------------------------------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)                    Identification No.)

9320 Telstar Avenue, El Monte, California        91731-2895
--------------------------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code: (818) 307-6000
Common Stock outstanding by class as of February 28, 1997:
Common Stock  16,578,864 shares
---------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all

reports required to be filed by Section 13 or 15 (d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or

for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days.

Yes    X     No
   ---------    --------
<PAGE>
                              MARSHALL INDUSTRIES
                           CONDENSED BALANCE SHEETS
                               (000'S OMITTED)

<TABLE>
<CAPTION>
                                  ASSETS
                                                     February 28,        May 31,
                                                        1997               1996
                                                     (unaudited)       (audited)
                                                     -----------       ---------
<S>                                                      <C>            <C>
Current Assets:
  Cash                                                   $  1,198       $  2,208
  Receivables-net                                         157,591        140,785
  Inventories                                             234,602        240,882
  Deferred income tax benefits                             13,845         13,845
  Prepaid expenses                                            829            759
                                                         --------       --------
Total Current Assets                                      408,065        398,479
                                                         --------       --------
Property, Plant and Equipment, net of
  accumulated depreciation and amortization
  of $43,567 at February 28, 1997 and $38,610
  at May 31, 1996                                          37,015         40,165

Note Receivable (Note 3)                                   32,488         30,689

Other Assets - Net                                          1,768          3,278
                                                         --------       --------
Total Assets                                             $479,336       $472,611
                                                         --------       --------
                                                         --------       --------
                      LIABILITIES AND SHAREHOLDERS' INVESTMENT

Current Liabilities:
  Accounts payable and accrued expenses                  $134,288       $112,857
  Income taxes payable                                      1,490          1,114
                                                         --------       --------
Total Current Liabilities                                 135,778        113,971
                                                         --------       --------
Long-Term Debt:
  Bank lines of credit                                      3,000           --
  Term loan                                                  --           25,000
                                                         --------       --------
Total Long-Term Debt                                        3,000         25,000
                                                         --------       --------
Deferred Income Tax Liabilities                             3,646          3,646

Shareholders' Investment                                  336,912        329,994
                                                         --------       --------
Total Liabilities and Shareholders'
 Investment                                              $479,336       $472,611
                                                         --------       --------
                                                         --------       --------
</TABLE>
The accompanying notes are an integral part of these condensed balance sheets.
                                 -2-
<PAGE>


                              MARSHALL INDUSTRIES
                           CONDENSED INCOME STATEMENTS
                                  (UNAUDITED)
                       (000'S OMITTED EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                       Three Months Ended                     Nine Months Ended
                                 February 28,      February 29,         February 28,       February 29,
                                    1997              1996                 1997               1996
                                 ------------      ------------         ------------       ------------
<S>                              <C>               <C>                  <C>                <C>
Net sales                          $304,007          $288,008             $859,643           $859,410

  Cost of sales                     255,733           235,788              716,687            702,553
                                   --------          --------             --------           --------
Gross profit                         48,274            52,220              142,956            156,857

  Selling, general
  and administrative
  expenses                           31,873            31,102               95,927             91,212
                                   ---------         ---------            ---------          ---------
Income from operations               16,401            21,118               47,029             65,645

  Interest expense  (income)--net      (453)              268               (1,158)               857
                                   ---------         ---------            ---------          ---------
Income before income
  taxes                              16,854            20,850               48,187             64,788

  Provision for income
  taxes                               7,055             8,600               20,255             26,700
                                   ---------         ---------            ---------          ---------
Net income                         $  9,799          $ 12,250             $ 27,932           $ 38,088
                                   ---------         ---------            ---------          --------- 
                                   ---------         ---------            ---------          --------- 
Net income per share               $    .58          $    .70             $   1.63           $   2.18
                                   ---------         ---------            ---------          ---------
                                   ---------         ---------            ---------          --------- 
Average number of
  shares outstanding                 16,959            17,504               17,147             17,510
                                   ---------         ---------            ---------          ---------
                                   ---------         ---------            ---------          --------- 
</TABLE>
The accompanying notes are an integral part of these condensed
income statements.


                                      -3-
<PAGE>
<TABLE>
<CAPTION>                       MARSHALL INDUSTRIES
                          CONDENSED STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)
                                  (000'S OMITTED)
                                                           Nine Months Ended
                                                       February 28, February 29,
                                                           1997         1996
                                                         --------     --------
<S>                                                      <C>          <C>
Cash flows from operating activities:
  Net income                                             $ 27,932     $ 38,088
 Adjustments to reconcile net income to net cash
 provided by operating activities:
  Depreciation and amortization                             6,708        5,702
  Changes in net current assets and current liabilities    11,211      (40,717)
  Accrued interest on note receivable                      (1,799)      (1,228)
  Other operating activities                                   13           80
                                                         --------     --------
Net cash provided by operating activities                  44,065        1,925
                                                         --------     --------
Cash flows from investing activities:
  Capital expenditures                                     (1,970)      (4,554)
  Deferred software costs                                     (91)         (52)
                                                         --------     --------
Net cash used for investing activities                     (2,061)      (4,606)
                                                         --------     --------
Cash flows from financing activities:
  Net borrowings under bank lines of credit                 3,000        2,000
  Net repayments of other long-term debt                  (25,000)        (615)
  Purchase of common stock                                (21,014)          --
  Proceeds from exercise of options                            --           89
                                                         --------     --------
Net cash  (used for) provided by financing activities     (43,014)       1,474
                                                         --------     --------
Net decrease in cash                                       (1,010)      (1,207)
Cash at the beginning of the period                         2,208        3,508
                                                         --------     --------
Cash at the end of the period                            $  1,198     $  2,301
                                                         --------     --------
                                                         --------     --------
</TABLE>
                                        -4-
<PAGE>

                                 MARSHALL INDUSTRIES
                          CONDENSED STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)
                                  (000'S OMITTED)
                                    (CONTINUED)

                                                        Nine Months Ended
                                                 February 29,      February 28,
                                                    1997               1996
                                                 ------------      -----------
Supplemental disclosure of cash flow
  information:
  Interest paid during the period                      $  943        $  1,919
                                                      -------        --------
                                                      -------        --------
  Income taxes paid during the period                 $19,879         $30,630
                                                      -------        --------
                                                      -------        --------

The accompanying notes are an integral part of these condensed cash flow
statements.


                                           -5-
<PAGE>

                      MARSHALL INDUSTRIES

            NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1:  GENERAL

The condensed financial statements included herein have been prepared by the 
Company, without audit, pursuant to the rules and regulations of the 
Securities and Exchange Commission.  Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or omitted 
pursuant to such rules and regulations, although the Company believes that 
the disclosures are adequate to make the information presented not 
misleading.  These condensed financial statements should be read in 
conjunction with the financial statements and the notes thereto in the 
Company's annual report on Form 10-K for the year ended May 31, 1996.

In the opinion of the Company, the unaudited condensed financial statements 
reflect all adjustments (consisting of normal recurring accruals) considered 
necessary to present fairly the Company's financial position as of February 
28, 1997 and the results of its operations for the three month and nine month 
periods and its cash flows for the nine month periods ended February 28, 1997 
and February 29, 1996.

NOTE 2:  ACCOUNTING POLICIES

Reference is made to Note 1 of Notes to Financial Statements in the Company's 
annual report on Form 10-K for the summary of significant accounting policies.

NOTE 3:  INVESTMENT IN SONEPAR ELECTRONIQUE INTERNATIONAL

As described in Note 6 to the Financial Statements in the Company's Annual 
Report on Form 10-K for the year ended May 31, 1996, the Company invested 151 
million French Francs (approximately $28.0 million U.S. dollars) in Sonepar 
Electronique International, one of the largest electronic component 
distributors in Europe.  This investment is in the form of an interest 
bearing, convertible note guaranteed by a major French bank as to default.

NOTE 4:  STOCK BUY-BACK

In May 1996, the Company announced that its Board of Directors authorized the 
purchase of up to one million shares of the Company's common stock.  The 
shares may be purchased from time to time in the open market or otherwise at 
prevailing prices. The Company purchased 700,000 shares during the nine month 
period ended February 28, 1997.

NOTE 5:  ACCORD CONTRACT SERVICES JOINT VENTURE

On August 8, 1996, the Company announced the formation of a joint venture 
with Wyle Electronics ("Wyle"), another distributor of semiconductors and 
computer products.  The venture, known as Accord Contract Services LLC 
("Accord"), is 50% owned by each of the Company and Wyle (the "members").  
Accord provides value added services to each of its members including 
component kitting, turnkey manufacturing solutions, and auto-replenishment 
systems.  The venture is subject to termination under 

                                    - 6 - 

<PAGE>

various circumstances, including the election of either member.  Upon a 
change in control of one of the members, either member may elect to terminate 
the joint venture, but the member subject to the change in control would then 
be required to pay the other member a fee as compensation for the termination 
of the venture.  The fee, which can range from $25 million to $40 million, is 
based on the value of the venture at the time of termination considering its 
sales volume and other factors.  In connection with the establishment of 
Accord, each member initially agreed to grant certain warrants to the other 
member and entered into other related agreements.  The warrant agreements and 
certain of the related agreements were subsequently rescinded.

NOTE 6: EARNINGS PER SHARE AND CAPITAL STRUCTURE

In March 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128) and 
Statement of Financial Accounting Standards No. 129, "Disclosure of 
Information about Capital Structure" (SFAS 129).  SFAS 128 revises and 
simplifies the computation for earnings per share and requires certain 
additional disclosures. SFAS 129 requires additional disclosures regarding 
the Company's capital structure.  Both standards will be adopted in fiscal 
1998.  Management does not expect the adoption of these standards to have a 
material effect on the Company's financial position or results of operations.

                                   - 7 -

<PAGE>

                              MARSHALL INDUSTRIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                               OPERATING RESULTS

<TABLE>
<CAPTION>
                                 Three Months Ended                   Nine Months Ended
                            February 28,     February 29,        February 28,    February 29,
                                1997            1996                1997             1996    
                            -----------      -----------         -----------     -----------         
<S>                         <C>              <C>                 <C>             <C>
Net sales                      100.0%           100.0%              100.0%          100.0%

Cost of sales                   84.1             81.9                83.4            81.8
                             ---------        ---------           ---------       ---------
Gross profit                    15.9             18.1                16.6            18.2

Selling, general
  and adminis-
  trative expenses              10.5             10.8                11.1            10.6
                             ---------        ---------           ---------       ---------
Income from
  operations                     5.4              7.3                 5.5             7.6

Interest (income)
 expense - net                  (.1)               .1                 (.1)              .1
                             ---------        ---------            ---------       ---------
Income before
  provision for
  income taxes                   5.5              7.2                  5.6             7.5


Provision for
  income taxes                   2.3              3.0                  2.4             3.1
                             ---------        ---------            ---------       ---------
Net income                       3.2%             4.2%                 3.2%             4.4%
                             ---------        ---------            ---------       ---------
                             ---------        ---------            ---------       ---------
</TABLE>


                                      -8-

<PAGE>

Three and Nine Month Periods Ended February 28, 1997 and February 29, 1996:

The Company's net sales increased by 6% for the third quarter fiscal 1997 
from the comparable period of a year ago.  The Company's net sales for the 
first nine months of fiscal 1997, compared to fiscal 1996, remained 
relatively unchanged. Net sales for such periods included substantial 
increases in the sales of mass storage, microprocessor, and liquid crystal 
display ("LCD") products.  The sales of these products increased by 
$21,904,000 and $46,860,000 for the third quarter and first nine months of 
fiscal 1997, as compared to last year, respectively.  The addition of new 
suppliers during the last calendar year contributed to most of the increase 
in the sales of such products.  In addition, the Company recorded increases 
in the sales of most major products for the third quarter of fiscal 1997, as 
compared to the comparable period for last year. However, the Company's net 
sales for the third quarter and the first nine months of fiscal 1997, as 
compared to fiscal 1996, included a decrease in revenues from the sales of 
semiconductor products, particularly memory products, "DRAMs" and "SRAMs".  
The sales of these products decreased by $18,697,000  and $42,344,000 for the 
third quarter and the first nine months of fiscal 1997, as compared to fiscal 
1996, respectively.  While there was a significant increase in the unit 
volume sold of memory products in fiscal 1997 from fiscal 1996, the 
substantial market decline in unit pricing during the periods reported 
accounted for the significant decrease in sales dollars of such products.

The decrease in net margins as a percent of sales for the third quarter and 
nine months to date of fiscal 1997, as compared to fiscal 1996, was primarily 
due to a shift in the mix of products sold with an increase in the sales of 
mass storage products and microprocessors, which are lower margin products. 
The decline in the margins on some of the Company's products, particularly 
DRAMs, also contributed to the decrease in margins in fiscal 1997, as 
compared to fiscal 1996.

Beginning in late calendar year 1995, the industry experienced a moderation 
in customer demand and a marked increase in the supply of a number of 
electronic component products, particularly memory. These conditions have had 
a material impact on the Company's net sales and margins.  The industry 
continues to experience pressures on pricing and margins.

The increase in selling, general, and administrative expenses ("SG&A") for 
the third quarter and first nine months of fiscal 1997, as compared to fiscal 
1996, was largely due to higher salary and related expenses. These expenses 
increased approximately $1,050,000 and $4,100,000, for the third quarter and 
first nine months of fiscal 1997, as compared to the same periods of a year 
ago, resulting from salary adjustments and staff additions. The Company's 
staff increased by an average of 25 and 55 salespeople for the third quarter 
and first nine months of fiscal 1997 from fiscal 1996, respectively. This 
increase in salespeople was partially offset by a decrease in administrative 
and warehouse staff.  The increase in salary costs was partly offset by a 
decrease in bad debt expense for the first nine months ended February 28, 
1997, as compared to last year. There were no significant changes in bad debt 
expense for the third quarter of fiscal 1997, as compared to 1996.

The decrease in net interest expense for the third quarter and first nine 
months of fiscal 1997, as compared to last year, was due primarily to the 
increased cash flows, which allowed the Company to reduce its outstanding 
debt. The interest income recorded for the periods reported was from the note 
receivable described in Note 3 and short term investments.

The Company's sources of liquidity at February 28, 1997 consisted principally 
of working capital of $272,287,000 and unsecured bank lines of $70,000,000 of 
which $3,000,000 was used.  The 

                                     - 9 -

<PAGE>

Company believes that its working capital, borrowing capabilities and 
additional funds generated from operations should be sufficient to finance 
its future operations requirements.

                                     - 10 -

<PAGE>
                             PART II


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the shareholders during the quarter for
which this report is filed.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)        Exhibits


           10.15  Marshall Warrant Rescission Agreement dated February 28,
                    1997 between Marshall Industries and Wyle Electronics.


           10.16  Amendment No. 3 to Limited Liability Company Agreement of
                    Accord Contract Services LLC, dated February 28, 1997 
                    between Marshall Industries and Wyle Electronics.

           27     Financial Data Schedule



(b)        No reports on Form 8-K have been filed during the quarter for which
           this report is filed.

                                  -11-
<PAGE>
                            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 thereunto duly authorized.



                                   MARSHALL INDUSTRIES






April  10, 1997         /s/ Henry W. Chin
                    -------------------------
                              Henry W. Chin
                              Vice President, Finance and
                                Chief Financial Officer


                                 -12-
<PAGE>
                                 Exhibit Index



           10.15     Marshall Warrant Rescission Agreement dated February 28,
                       1997 between Marshall Industries and Wyle Electronics.

           10.16     Amendment No. 3 to Limited Liability Company Agreement of
                       Accord Contract Services LLC, dated February 28, 1997 
                       between Marshall Industries and Wyle Electronics.

           27        Financial Data Schedule


                                 -13-