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):  September 13, 2012

GRAYBAR ELECTRIC COMPANY, INC.
(Exact Name of Registrant as specified in Charter)

Registrant’s telephone number, including area code: (314) 573-9200

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):

[   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)        On September 13, 2012, Mr. Robert A. Reynolds, Jr., a director and Executive Chairman of the Board of Graybar Electric Company, Inc. (the “Company”), announced his intention to retire, effective as of January 1, 2013.  In connection with his retirement, Mr. Reynolds will resign as a director of the Company and its Canadian subsidiary, and as a voting trustee under the Company’s voting trust.

            Also on September 13, 2012, the Board of Directors of the Company elected Kathleen M. Mazzarella, President and Chief Executive Officer of the Company, to the position of Chairman of the Board of Directors, effective as of January 1, 2013.

A copy of the September 13, 2012 press release announcing Mr. Reynold’s retirement and Ms. Mazzarella’s election as Chairman is attached hereto as Exhibit 99.1. 

Item 9.01        Financial Statements and Exhibits.

(d)               Exhibits. 

99.1     Press Release, dated September 13, 2012

SIGNATURES

            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.

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