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):  December 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 December 13, 2012, Mr. Thomas S. Gurganous, a director and District Vice President – Richmond District, of Graybar Electric Company, Inc. (the “Company”), announced his intention to resign as Chair of the Audit Committee effective January 1, 2013, and to retire, effective as of February 1, 2013.  In connection with his retirement, Mr. Gurganous will resign as a director of the Company and as a voting trustee under the Company’s voting trust. 

(d)        Also on December 13, 2012, the Board of Directors of the Company elected David G. Maxwell, District Vice President - California District, as a director to fill an existing vacancy on the Company’s Board of Directors, effective January 1, 2013.  Mr. Maxwell will also serve as Chair of the Corporation’s Audit Committee beginning on January 1, 2013.

A copy of the December 17, 2012 press release announcing Mr. Gurganous’ plans and Mr. Maxwell’s election is attached hereto as Exhibit 99.1. 

Item 9.01        Financial Statements and Exhibits.

(d)               Exhibits. 

99.1     Press Release, dated December 17, 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.

EXHIBIT INDEX