All subscribed shares of Common Stock will be issued and held subject to the terms provisions, restrictions and qualifications set forth in the amended Restated Certificate of Incorporation of the Company, which, among other things, providesprovide the Company with the option to purchase shares of its Common Stock at the price at which such shares were issued,$20.00 per share, with appropriate adjustment for regularcurrent dividends, if any, in the event any holder of Common Stock wants to sell, transfer or otherwise dispose of any of his or her shares of such Common Stock, or in the event of his or her death or in the event of termination of his or her employment other than by retirement on a pension (except a deferred pension). The Voting Trust Interests to be issued under the Voting Trust Agreement will provide, in substance, that every Voting Trust Interest isbe issued and held upon and subject to the same termsrights and conditions (including all restrictions) upon whichobligations that apply to the underlying Common StockStock.

This offering will remain open from November __, 2016 untilmanner set forth at http://www.planenrollments.com/ before 5:00 p.m., Central Standard Time on December 7, 2016.March 3, 2017. You havemay also subscribe by telephone. Alternatively, you may sign the optionPower of paying for allAttorney that was sent to you with this Prospectus and return it to D. R. Sheff and K. M. Lewey, as attorneys-in-fact, at P.O. Box 7231, St. Louis, Missouri 63177 in the envelope provided. The Power of Attorney authorizes your attorneys-in-fact to sign and deliver the shares subscribed for2017 Voting Trust Agreement on or before January 13, 2017 or paying for allyour behalf and to transfer any shares subscribed for on an installment basis.

Shares of Common Stock subscribed for pursuantthat are beneficially owned by you to the termsVoting Trustees under the 2017 Voting Trust Agreement. If you are not a participant in the existing voting trust but elect to participate in the 2017 Voting Trust, you will be required to deliver any certificates representing shares of Common Stock registered in your name to the PlanVoting Trustees for deposit in the 2017 Voting Trust.

The proceeds from this offering will be added to working capital, in part to replenish amounts previously used to purchase outstanding shares of Common Stock at that date, and have subscribed for an additional ________ shares pursuant to the 2016 offering under Graybar’s Three-Year Common Stock Purchase Plan.

We sell products and services manufactured or provided by others primarily through a network of sales offices and distribution facilities located in thirteen geographical districts throughout the U.S. We operate multiple distribution facilities in each district, each of which carries an inventory of products and operates as a wholesale distributor for the territory in which it is located. Some districts have sales offices that do not carry inventory. In addition, we have seven national distribution centers and ten regional distribution centers containing inventories of both standard and specialized products. Both the national distribution centers and regional distribution centers replenish inventories carried at our other U.S. distribution facilities and make shipments directly to customers. We also have subsidiary operations with distribution facilities located in the U.S. and Canada and a single distribution facility in Puerto Rico.

Holders of Voting Trust Interests will receive cash dividends paid on Common Stock beneficially owned by them and held by the Voting Trustees.  Any Common Stock paidA voting trust was originally established in 1928 as a stock dividend on beneficially owned shares will be deposited in the Voting Trust and Voting Trust Interests will be issued to the beneficial owner of the Common Stock upon which the stock dividends are paid.  See “Dividends” for more information.

Selected Financial Data

The following selected financial data for the five years ended December 31, 2015 are derived from the audited consolidated financial statements of Graybar Electric Company, Inc.  The financial data for the six-month periods ended June 30, 2016 and 2015 are derived from our unaudited financial statements.  These unaudited financial statements include all adjustments, consisting of normal recurring accruals, which Graybar considers necessary for a fair presentation of the financial position, cash flows, comprehensive income and results of operations for these periods.  Operating results for the six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2016.  The data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information that are included in our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016 filed with the Securities and Exchange Commission (the “SEC”) and incorporated by reference into this Prospectus.  See “Incorporation by Reference.”

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^(A)           Certain reclassifications were made to prior year amounts to conform to the 2016 presentation.

^(B)         All periods prior to 2016 have been adjusted for the declaration of a 2.5% stock dividend in December 2015, a 2.5% stock dividend in December 2013, a 20% stock dividend in December 2012, and a 10% stock dividend declared in December 2011.  Prior to these adjustments, the average common shares outstanding for the years ended December 31, 2014, 2013, 2012 and 2011 were 15,848, 15,936, 15,580, and 12,876 respectively.

^(C)           Working capital is defined as total current assets less total current liabilities.

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RISK FACTORS

Before purchasing shares of our Common Stock offered hereby, you should carefully read and consider the following risk factors together with the others set forth in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for our fiscal year ended December 31, 2015 and in the other information contained in or incorporated by reference into this Prospectus, including our historical financial statements and the related notes thereto.  These risk factors, among others, could cause actual results to differ materially from those currently anticipated.  See “Where You Can Find More Information” and “Incorporation by Reference.”

There is no public trading market for our Common Stock.

No holder of our Common Stock (or Voting Trust Interests representing our Common Stock) may sell, transfer or otherwise dispose of shares (or the Voting Trust Interests) without first offering Graybar the option to purchase them at the price at which they were issued, $20.00 per share, with appropriate adjustment for regular dividends, if any.  In the past, Graybar has always exercised its option, and we expect to continue to do so for the foreseeable future.  However, were Graybar to elect not to exercise its option at some time in the future, there can be no assurance as to whether a public trading market would develop or as to the price at which shares would trade if a public trading market did develop.

The potential for appreciation of the value of an investment in our Common Stock is limited.

The purchase price for our Common Stock (or Voting Trust Interest representing our Common Stock) under the Company’s option to purchase is the same as the offer price, $20.00 per share.  Accordingly, as long as Graybar exercises its option to purchase, appreciation in the value of an investment in our Common Stock is dependent solely on the Company’s ability and willingness to declare stock dividends.

Although stock dividends and stock splits have been effected from time to time, including a 2.5% stock dividend issued on February 1, 2016 to shareholders of record as of December 18, 2015, a 2.5% stock dividend issued on February 3, 2014 to shareholders of record as of January 2, 2014, and a 20% stock dividend issued on February 1, 2013 to shareholders of record as of January 2, 2013, the board of directors has no current plan to declare a stock dividend or stock split at this time, and there can be no assurance that additional stock dividends or stock splits will be effected.  If the board of directors were to declare a dividend, payable in cash or stock, to record holders of Common Stock (or the Voting Trust Interests) on a date prior to the issuance date for this offering, none of the shares subject to this offering would participate in such dividend(s).

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The value of our Common Stock is dependent primarily upon the regular payment of cash dividends, which are paid at the discretion of the board of directors.

As a result of the limited appreciation potential, the value of our Common Stock is derived primarily from the payment of cash dividends.  Although cash dividends have been paid on the Common Stock each year since 1929, and at an annual rate of $2.00 per share since 1970 (10% of the price at which shares of Common Stock have been issued historically), except for each of 2012, 2013, 2014 and 2015, where we declared an additional cash dividend, there can be no assurance that the Company will continue to be able to, or will elect to, pay cash dividends on our Common Stock.  As with any corporation’s common stock, payment of dividends is subject to the discretion of the board of directors.

The fact that, as of June 30, 2016, approximately 83% of the outstanding Common Stock is held in the Voting Trust and voted by the Voting Trustees, the existence of the Company’s purchase option, the authority of the board of directors to issue Delegated Authority Preferred, and other provisions of the Company’s amended certificate of incorporation and New York corporate law may deter an attempted change in control.

The Voting Trust and the purchase option described above, as well as the potential issuance of Delegated Authority Preferred described below, could have the effect of delaying or preventing a change in control of the Company or discouraging an attempt by a third party to acquire control of the Company by tender offer or other means.  As long as a substantial number of shares of Common Stock are subject to the Voting Trust Agreement or any successor voting trust agreement, it will not be possible for a third party to gain control of the Company without the approval of a majority of the then incumbent Voting Trustees.  Similarly, unless the Company waives its right to purchase Common Stock and Voting Trust Interests, which would require approval of the then directors, consummation of a third-party tender offer or other acquisition transaction may not be possible.  The board of directors could also increase the number of votes required to approve a change in control of the Company by issuing Delegated Authority Preferred with voting rights.  See “Description of Preferred Stock”. 

Moreover, certain stakeholder provisions of the Company’s amended Restated Certificate of Incorporation expressly authorize the directors of the Company,security device in connection with the exercisepurchase of their judgment in determining what is inthe wholesale distribution business of Western Electric Company, Incorporated. The voting trust arrangement has been continued since its inception by the adoption every ten years, as permitted by applicable law, of successive voting trust agreements by substantially all of the Company’s shareholders. Approaching the renewal of each voting trust arrangement, the Graybar Board of Directors has recommended to shareholders that the voting trust arrangement be continued.  This recommendation has been based on the belief that the business has been operated successfully under this arrangement for many years and that it will continue to serve the best interests of the Company and its shareholders.  The Board believes that as stewards working on behalf of the shareholders, including, butGraybar’s Voting Trustees have sustained the Company’s strategic purpose and core values, while providing greater long-term stability for the Company and its shareholders.

The Plan provides that no corporate action that will result in a distribution of stock or other assets to our shareholders (except the payment of cash dividends or the issuance of sharesreceived and any distribution made to holders of Common Stock pursuant to the installment payment method) will be taken during the termother than in cash or Common Stock or as a result of the Plan without our first giving noticerecapitalization or reclassification of the proposed action to subscribers under the Plan who have not yet paid in full for the Common Stock for which we have accepted subscriptions.  Those subscribers will haveor a reasonable opportunity, not less than 45 days, to complete their payment on all sharesreorganization of the Company. (Section 4.03)

The Company in the past always has exercised its purchase option and expects to do so in the future.  As a result, no trading market exists for the Common Stock or the Voting Trust Interests. However, the Company can make no assurance that it will continue to exercise its purchase option in the foreseeable future.  If we should decide not to exercise our option at some point in the future, no assurance can be given that a public trading market in the shares of Common Stock or Voting Trust Interests would develop or as to the price at which they would trade if a public market did develop.  In that case, it might be difficult for you to sell your Common Stock or Voting Trust Interests.  Shares deposited in the Voting Trust may not be withdrawn before its expiration in 2017 or its earlier termination.  See the Common Stock Purchase Plan, attached as Exhibit A, as well as “Description of Common Stock -- Purchase Option” and “Summary of Certain Provisions of the Voting Trust Agreement -- (Section 4.07)

The short-term debt that could be repaid may be issued under our $550 million credit facility.  The Company makes draw requests from time to time under this facility when cash is needed that exceeds the cash that is generatedAgreement are held by our daily operations.  The related loans would bear interest at varying rates for terms that range from one day to six months.  There is no definite intention to pay down those loans with proceeds from this offering, although those loans will be repaid or rolled-over into another loan at maturity, which may (or may not) coincide with a day on which proceeds from the offering are received.

To the extent shares offered under the Plan are not purchased, the number of shares sold and the proceeds received by us will be reduced.  To the extent subscribers elect to purchase shares under the installment method, receipt of the proceeds by us will be deferred.

DIVIDENDS

We have paid cash dividends on our Common Stock every year since 1929.  The following table sets forth the cash dividends per share of Common Stock declared during the periods indicated.

On December 10, 2015, a 2.5% stock dividend was declared to shareholders of record on December 18, 2015.  Shares representing this dividend were issued on February 1, 2016.  On December 12, 2013, a 2.5% stock dividend was declared to shareholders of record on January 2, 2014.  Shares representing this dividend were issued on February 3, 2014.  On December 13, 2012, a 20% stock dividend was declared to shareholders of record on January 2, 2013.  Shares representing this dividend were issued on February 1, 2013.  The board of directors of the Company has no current plan to declare a stock dividend or stock split at this time and there can be no assurance that the Company will continue to be able to, or will elect to, declare dividends on the Common Stock.  If the board of directors were to declare a dividend, payable in cash or stock, to record holders of Common Stock (or the Voting Trust Interests) on a date prior to the issuance date for this offering, none of the shares subject to this offering would participate in such dividend(s).

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DETERMINATION OF OFFERING PRICE

Shares are being offered at $20.00 per share based on the Company’s historical practice to set a price that is affordable.  The offering price, as set forth in Section 1.1 of the Plan, is not based on any formulation of market value.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2016 and as adjusted as of that date to reflect the sale of the 1,400,000 shares of Common Stock offered in the current offering under the Three-Year Common Stock Purchase Plan and our receipt of the net proceeds, assuming that all shares offered will be purchased.  Based on historical practice, the Company believes that less than all shares will be purchased, in which event the net proceeds will be less.  Because we are unable to estimate the number of shares that will be purchased under the installment method, the “As Adjusted” column assumes that no shares will be purchased under the installment method.  It also assumes that all of the net proceeds will be applied initially to the repayment of short-term indebtedness.  However, based on historical practice, the Company believes that a significant number of shares may actually be purchased under the installment method, in which event the receipt of the proceeds will be deferred.  Eligible participants should read this table in conjunction with our consolidated financial statements, the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are contained in our Annual Report on Form 10-K for the year ended December 31, 2015, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, and June 30, 2016, each of which is incorporated herein by reference.

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_______________________

(1)The borrowings under short-term credit agreements consist of borrowings under bank lines of credit.  The Company has an unsecured $550,000 five-year credit agreement with a group of banks, which includes a combined letter of credit sub-facility of up to $50,000, a US swing line loan facility of up to $50,000 and a Canadian swing line loan facility of up to $20,000.  The credit agreement also includes a $100,000 sublimit (in US or Canadian dollars) for borrowings by Graybar Canada and contains an accordion feature, which allows the Company to request increased borrowing commitments of up to $300,000.  The credit agreement is scheduled to expire in June 2019.  There were $163,490 of borrowings outstanding under the credit agreement at June 30, 2016.

(2)The Company has an agreement with Prudential Investment Management, Inc. for an uncommitted shelf facility that enables the Company to borrow up to $100,000 in additional long-term financing with terms of up to twelve years. The agreement expires in September 2017, unless there are borrowings.  There were no borrowings under this agreement at June 30, 2016.

(3)  Does not include 341,019 shares of Common Stock acquired and held in the Company’s treasury.  Approximately 83% of the shares of Common Stock outstanding are heldholder subject to the Voting Trust Agreement. 

DESCRIPTION OF COMMON STOCK

Graybar’s authorized capitalization consists of 10,000,000 shares of preferred stocksame terms and 50,000,000 shares of Common Stock.  The stated value of theconditions upon which Common Stock is $20.00 per share.  As of June 30, 2016 there were 856 holders of Common Stock and 6,242 holders of Voting Trust Interests for Common Stock.  No preferred stock is outstanding.

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Dividends

Except as prohibited by law, dividends may be paid uponheld under the Common Stock at the discretion of our board of directors.  We have historically paid dividends on our Common Stock every year since 1929, as described in “Dividends” above.

Voting Rights

Except as otherwise required by law, holders of Common Stock have the exclusive right to vote in respectprovisions of the electionCompany’s Restated Certificate of directors and for all other purposes requiring the approval or consent of shareholders.  As a general matter,Incorporation. It further provides that the Voting Trustees asdo not need to recognize any claim of a group possess the voting power associated with the shares heldholder of record under thea Voting Trust Agreement, andInterest who has obtained such voting power is sufficient to assure the electioninterest in contravention of any of the persons nominated by the board of directors for election as directors and, except as provided otherwise in the Voting Trust Agreement, approval of any other matters brought before a meeting of shareholders.  As of June 30, 2016, approximately 83%provisions of the issuedCompany’s amended Restated Certificate of Incorporation in effect at the time. (Sections 3.01 and outstanding shares of Common Stock are held by the Voting Trustees under the Voting Trust Agreement.  The powers of the Voting Trustees to exercise the voting powers of the Common Stock are described under the heading “Summary of Certain Provisions of the Voting Trust Agreement.”

Liquidation Rights4.09).

In the event of a voluntary or involuntary dissolution, liquidation or winding-up of Graybar, after payment in full of the amounts required to be paid to any holders of preferred stock, the holders of Common Stock are entitled to share ratably in all remaining assets.

In such event, if any preferred stock is outstanding, the holders of preferred stock would be entitled to receive, in preference to holders of common stock, the par value of the preferred shares plus an amount equal to any dividends accrued thereon to the extent earned but unpaid to the date of payment.

Miscellaneous

The Common Stock has no conversion, preemptive or subscription rights, and there are no sinking fund or redemption provisions applicable to the Common Stock.  The outstanding Common Stock is, and the shares to be sold under the Plan will be, when issued in accordance with the Plan, validly issued, fully paid and non-assessable.  Under the New York Business Corporation Law, the ten largest holders of Common Stock are liable under specified conditions for debts, wages or salaries due and not paid by us to any laborers, servants or employees, other than contractors, for services performed by them for us.

Purchase Option

DESCRIPTION OF PREFERRED STOCK

The amended Restated Certificate of Incorporation authorizes 10,000,000 shares of a class of preferred stock (the “Delegated Authority Preferred”).  The term “Delegated Authority” refers to preferred stock, the creation and issuance of which has been authorized in advance by the shareholders and the terms, rights and limitations of which are determined by the board of directors of the Company upon issuance.

Our board of directors is empowered to authorize and issue shares of Delegated Authority Preferred from time to time in one or more series.  Subject to the other provisions of the Company’s amended Restated Certificate of Incorporation and any limitation prescribed byNew York law the board of directors is expressly authorized, at its discretion, to adopt resolutions to issue shares of Delegated Authority Preferred, to fix the number of shares and to change the number of shares constituting any series and to provide for or change the designations, relative rights, preferences and limitations thereof, including in each case voting rights, dividend rights (and whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights (including convertibility into Common Stock) and liquidation preferences of the shares constituting any series of the Delegated Authority Preferred, all without any further action or vote by the shareholders.  The board of directors will be required to make any determination to issue shares of Delegated Authority Preferred based on its judgment at the time as to the best interests of the Company and its stockholders.  The Executive Committee of the board will have the authority to take any action the complete board of directors may take with respect to the foregoing.

The Company currently has no arrangements, understandings, agreements or commitments with respect to the issuance of any shares of Delegated Authority Preferred, and the Company may never issue any Delegated Authority Preferred.

If the resolutions adopted by the board of directors at the time of issuance so provide, the holders of Delegated Authority Preferred may have voting rights, including special voting rights, and shares of Delegated Authority Preferred may not be subject to the provisions of the amended Restated Certificate of Incorporation providing that holders of Common Stock may not sell, transfer or otherwise dispose of shares without offering the Company the option to purchase them.

The Delegated Authority Preferred is intended to provide the Company with increased flexibility in meeting future financial and operating requirements because it will be available for issuance from time to time for any proper corporate purpose with such features as determined by the board of directors or the Executive Committee of the board at that time.  Such purposes would include, if market conditions warrant, issuance of Delegated Authority Preferred for cash to obtain equity capital for use by the Company.

It should be noted that any issuance of Delegated Authority Preferred with voting rights might, under certain circumstances, have the effect of delaying or preventing a change in control of the Company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of the Company.  Also, shares of voting or convertible preferred stock, or rights to purchase such shares, could be issuedto render more difficult or discourage an attempt to obtain control of the Company by means of a tender offer, proxy contest, merger or otherwise.  The ability of our board of directors to issue such additional shares of Delegated Authority Preferred, with the rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of the Company by tender offer or other means.  However, the creation of the Delegated Authority Preferred was not intended to be an anti-takeover measure and the Company is not aware of any third party plans to attempt to gain control of the Company.

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The actual effect of the issuance of shares of Delegated Authority Preferred upon the rights of holders of the Common Stock cannot be determined until the board of directors or the Executive Committee of the board establishes the specific rights of the holders of such Delegated Authority Preferred.  However, the effects might include, among other things, restricting priority of dividends on the Common Stock, diluting the voting power of the Common Stock, reducing the book value of the Common Stock, or impairing the liquidation rights of the Common Stock.  Holders of Common Stock will not have preemptive rights with respect to any issuance of the Delegated Authority Preferred.

INFORMATION CONCERNING THE VOTING TRUSTEES

As of June 30, 2016, approximately 83% of the issued and outstanding shares of Common Stock are held of record in the names of R. R. Harwood, R. C. Lyons, W. P. Mansfield, D. G. Maxwell, and K. M. Mazzarella, as Voting Trustees under the Voting Trust Agreement.  As a result, the Voting Trustees share approximately 83% of the voting power with respect to election of directors and certain other matters requiring shareholder approval or consent.  Shares of Common Stock held of record by the Voting Trustees are held for the benefit of holders of Voting Trust Interests issued by the Voting Trustees.

The Voting Trust Agreement will terminate on March 15, 2017, unless sooner terminated as provided therein.

The names, positions with the Company and business addresses of the Voting Trustees are as follows:

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The sole occupation of each Voting Trustee is her or his employment with the Company.  All communications to the Voting Trustees should be addressed to the Voting Trustees, c/o Graybar Electric Company, Inc., P.O. Box 7231, St. Louis, Missouri 63177.

As of June 30, 2016, each of the Voting Trustees owned Voting Trust Interests of record and beneficially as follows:

________________

(a)        The number of shares of Common Stock to which the Voting Trust Interests relate.

            No individual owns of record and beneficially shares of Common Stock or Voting Trust Interests constituting more than 1% of the outstanding Common Stock.

As of June 30, 2016, all officers and directors as a group owned beneficially, directly and indirectly, Voting Trust Interests representing 170,845 shares of Common Stock (representing approximately 1.0% of the outstanding shares).

We anticipate that each of the Voting Trustees will acquire a beneficial interest in all or a part of the Common Stock that she or he will be entitled to purchase under the Plan.  The approximate number of shares that each of the Voting Trustees will be entitled to purchase is as follows:

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SUMMARY OF CERTAIN PROVISIONS OF THE VOTING TRUST AGREEMENT

The statements under this heading relating to the Voting Trust Agreement are summaries and may not contain all the information that may be important to you and are qualified in their entirety by reference to the Voting Trust Agreement, which is incorporated herein by reference.  We urge you to read the Voting Trust Agreement in its entirety because it, and not this description, will define your rights as a holdervalidity of the Voting Trust Interests thereunder.  Copies ofhave been passed upon by Bryan Cave LLP, counsel for the Company and the Voting Trustees.

The Voting Trust Agreement is governed by the laws of New York.  New York law requiresrequire that the Voting Trustees keep available for inspection by the holders of Voting Trust Interests for purposes reasonably related to the Trust correct and complete books and records of account relating to the 2007 Voting Trust and a record of the names and addresses of the holders of the Voting Trust Interests and the number of shares of Graybar Common Stock represented thereby and the dates that they acquired such shares. These books and records and a copy of the 2007 Voting Trust Agreement are available for inspection by any holder of Voting Trust Interests or shares of Graybar Common Stock at the principal executive offices of the Company located at 34 North Meramec Avenue, St. Louis, Missouri 63105. Holders of Voting Trust Interests have the same rights to inspect Graybar’s books and records under New York law as holders of Common Stock.  (Section 4.01)

Voting Trustees.  Voting Trustees must be regular employees of the Company.  Any Voting Trustee who for any cause, including retirement on a pension, ceases to be a regular employee of the Company automatically ceases to be a Voting Trustee.  Voting Trustees may at any time resign and may be removed by holders of Voting Trust Interests representing at least 66 2/3% of the number of shares of Common Stock deposited under the Voting Trust Agreement.  (Section 5.01)

Vacancies in the office of Voting Trustee will be filled by a majority of the remaining Voting Trustees, unless there are less than three Voting Trustees in office, in which event the vacancies will be filled by the Company’s directors.  No Voting Trustee who has been previously removed from office may be redesignated or elected a Voting Trustee without the approval of holders of Voting Trust Interests representing at least 66 2/3% of the Common Stock deposited under the Voting Trust Agreement.  (Section 5.01)

The Voting Trust Agreement provides that the Voting Trustees will exercise their best judgment in securing the election of suitable directors and in voting on or consenting to other matters.  Voting Trustees may be, and may vote for themselves as, Company directors.  No person is disqualified from acting as a Voting Trustee by reason of any personal interest in the Company, and a Voting Trustee may deal with the Company as fully as if he or she were not a Voting Trustee.  The Voting Trustees may execute any of the trusts or powers or perform any of the duties under the Voting Trust Agreement either directly or by or through agents or attorneys appointed by them.  Any action required or permitted to be taken by the Voting Trustees may be taken by vote or written consent of a majority of the Voting Trustees.  (Section 5.02)

Voting Trustees and their agents and attorneys are not liable to holders of Voting Trust Interests or the Company except for their individual willful misconduct.  The Company has agreed to indemnify the Voting Trustees and their agents or attorneys for, and to hold them harmless against, any tax, loss, liability or expense incurred for any reason, except their own individual willful misconduct, arising out of or in connection with the acceptance or administration of the Voting Trust and the performance of their duties and obligations and the exercise of their rights and powers under the Voting Trust.  The Voting Trustees have been informed that, in the opinion of the SEC, indemnification for liabilities arising under theSecurities Act of 1933 is against public policy and is unenforceable.  Graybar has also agreed to pay reasonable expenses incurred by the Voting Trustees in connection with the performance of their duties and obligations under the Voting Trust Agreement.

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In consideration of the agreement of the Voting Trustees to serve in that capacity for the benefit of the holders of Voting Trust Interests, the Voting Trust Agreement provides that, in the event the Company fails or is unable to provide indemnification or pay expenses, the holders of Voting Trust Interests will do so.  In that event, the responsibility for indemnification will be allocated among them ratably in proportion to the Common Stock represented by their Voting Trust Interests.  The obligations of the Company and the holders of Voting Trust Interests are payable from any funds or other assets held by the Voting Trustees for their respective accounts.  (Sections 5.03 and 5.04)

No bond is required to be posted by the Voting Trustees with respect to their performance under the Voting Trust Agreement.

Voting.  The Voting Trustees are entitled in their discretion and using their best judgment to vote on or consent to the election of directors and, except as described below, the ratification, approval or disapproval of any other action or proposed action requiring a shareholder vote.  The Voting Trustees, each of whom is currently a Company director, are specifically authorized to vote for themselves as directors under the terms of the Voting Trust Agreement.  The Voting Trustees may not, without the consent of the holders of Voting Trust Interests representing at least 75% of the Common Stock then deposited under the Voting Trust Agreement, vote on or consent to the merger or consolidation of the Company into another corporation, the sale of all or substantially all of the Company’s assets or the Company’s liquidation and dissolution.  (Sections 4.02 and 5.02)

Dividends.  All dividends payable with respect to Common Stock deposited under the Voting Trust Agreement are payable to the Voting Trustees as the owners of record of these shares.  The Voting Trustees will retain, under the terms of the Voting Trust Agreement, all shares of Common Stock received as a stock dividend.  The Voting Trustees will make the appropriate book-entry in the case of uncertificated Voting Trust Interests and, upon request, deliver voting trust certificates representing Voting Trust Interests in the shares received as a dividend in a Participating Shareholder’s account.  The Voting Trustees will pay or cause to be paid to the holders of Voting Trust Interests an amount equal to any cash dividends received and any distribution made to holders of Common Stock other than in cash or Common Stock or as a result of recapitalization or reclassification of the Common Stock or a reorganization of the Company.  (Section 4.03)

Subscription Offers and Employee Plans.  Common Stock subscribed for on behalf of, or acquired by, a holder of a Voting Trust Interest pursuant to a subscription offer or employee plan or otherwise must be deposited with the Voting Trustees and will be held by them under the terms of the Voting Trust Agreement.  The Voting Trustees will make the appropriate book-entry in the case of uncertificated Voting Trust Interests and, upon request, deliver additional voting trust certificates representing Voting Trust Interests to the holders of Voting Trust Interests on whose behalf Common Stock was so deposited.  (Sections 4.04 and 4.05)

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Recapitalization or Reclassification of Common Stock.  In the event of a recapitalization or reclassification of the Common Stock, the Voting Trustees will hold, under the terms of the Voting Trust Agreement, shares of voting stock issued in respect of Common Stock deposited under the Voting Trust Agreement.  In this case, the appropriate book entries will be made in the case of uncertificated Voting Trust Interests and the existing voting trust certificates may remain outstanding and continue to represent the Voting Trust Interests or the Voting Trustees may substitute new voting trust certificates in appropriate form.  (Section 4.06)

Reorganization of the Company.  Depending on the terms of any agreement under which the Company may be merged or consolidated into another corporation, the Voting Trustees either will hold, under the terms of the Voting Trust Agreement, any shares of voting stock of the successor corporation issued in respect of the Common Stock deposited under the Voting Trust Agreement (in which case the appropriate book entries will be made in the case of uncertificated Voting Trust Interests and the existing voting trust certificates may remain outstanding and continue to represent the Voting Trust Interests or the Voting Trustees may substitute new voting trust certificates in appropriate form), or will distribute those shares to the holders of Voting Trust Interests based on the Common Stock represented by their Voting Trust Interests.  In any event, any other consideration received as a result of a reorganization will be distributed ratably to the holders of Voting Trust Interests.  (Section 4.08)

Dissolution of the Company.  In the event of the dissolution and liquidation of the Company, the Voting Trustees will distribute any money, securities, rights or property received by them as the record owners of Common Stock ratably to the holders of Voting Trust Interests.  (Section 4.07)

Restrictions on Transfer, and Right of the Company to Purchase Voting Trust Interests Under Certain Circumstances.  The Voting Trust Agreement provides that Voting Trust Interests issued under the Voting Trust Agreement are held by each holder under the same terms and conditions upon which Common Stock is held under the provisions of the Company’s Restated Certificate of Incorporation.  It further provides that the Voting Trustees do not need to recognize any claim of a holder of a Voting Trust Interest who has obtained such interest in contravention of any of the provisions of the Company’s Restated Certificate of Incorporation in effect at the time.  See “Description of Common Stock -- Purchase Option.”  (Sections 3.01 and 4.09).

LEGAL MATTERS

Matters of New York law relating to the validity of the Common Stock and the Voting Trust Interests have been passed upon by Bryan Cave LLP, counsel for the Company and the Voting Trustees.

EXPERTS

The consolidated financial statements of Graybar Electric Company, Inc. included in Graybar Electric Company, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

Graybar and the Voting Trustees filefiles reports, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports (when applicable) and other filings with the SEC. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549-0213. Please call the SEC at 1-800-SEC-0330 for further information regarding the Public Reference Room. The SEC also maintains a website that contains reports, information statements and other information about issuers, including Graybar, and the Voting Trust, who file electronically with the SEC. The address of that site is http//:www.sec.gov.www.sec.gov. Reports and other information filed by Graybar and the Voting Trustees may also be accessed at our website, www.graybar.com, athttp://www.graybar.com/company/about/sec-filings. Except as expressly provided herein, information on our website is not part of this Prospectus. Requests for hard copies of the reports and other information filed by Graybar and the Voting Trustees should be directed to Matthew W. Geekie, Esq., Senior Vice President, Secretary and General Counsel, Graybar Electric Company, Inc., P.O. Box 7231, St. Louis, Missouri 63177, telephone number (314) 573-9200 and e-mail address matthew.geekie@graybar.com.matthew.geekie@graybar.com. Graybar intends to furnish copies of its Annual Report to Shareholders to holders of Voting Trust Interests as well as to shareholders of record.record of its Common Stock.

The Annual Report on Form 10-K for(ii) the year ended December 31, 2015 filed withshares of Common Stock beneficially owned by such Participating Shareholder, the SECVoting Trustees will record such Participating Shareholder’s ownership of the Voting Trust Interests in such shares of Common Stock in the Register.

EXHIBIT A

THREE-YEAR COMMON STOCK PURCHASE PLAN

DATED AS OF JUNE 9, 2016

RELATING TO UP TO 4,000,000SHARES OF COMMON STOCK OF

GRAYBAR ELECTRIC COMPANY, INC.

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1.         General; Employees entitledNo holder of Common Stock may sell, transfer or otherwise dispose of any shares without first offering Graybar the option to subscribe.

1.1.This Plan providespurchase those shares within 30 days after the offer for offerings in each$20.00 per share, with appropriate adjustment for regular dividends, if any, declared and paid at the end of the years 2016, 2017,quarter in which the offer is made.

2.         Period for and method of making subscription.

            Any eligible participant desiring to subscribe for shares of Common Stock offered for sale under this Plan shall either sign a Subscription Agreement substantially in the form set forth herein, or as otherwise approved by the Board of Directors for such purpose for an offering to be made in an Applicable Year, and file it, on or before the date specified for each Applicable Year, with the Secretary at the executive offices of the Company, 34 North Meramec Avenue, Clayton, Missouri 63105, or complete and submit an on-line subscription in the manner set forth at http://www.planenrollments.com/gbeon or before such date.  No subscription shall be effective and binding unless and until accepted by the Company at its executive offices.  No subscription will be accepted after the close of business on the date specified in the applicable Subscription Agreement.

3.         Determination of number of shares for which an eligible participant is entitled to subscribe.

            The maximum number of shares for which an eligible participant may subscribe shall be determined as hereinafter provided:

            3.1.      The Subscription Right of each eligible participant, subject to increase as provided in Section 3.2 and reduction as provided in Section 3.3, shall be determined by dividing the annual salary rate of each eligible participant in effect on March 31 of the Applicable Year by a dollar amount determined by the Board of Directors for each Applicable Year (or such other dollar amount or other ratio as may hereafter be established with respect to an offering of shares for an Applicable Year by the Board of Directors).  Fractional shares resulting from this computation shall be disregarded.

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            3.2.      The number of shares determined in accordance with Section 3.1 shall, in the case of eligible participants who on March 31 of the Applicable Year were in the salary classifications listed below, be multiplied as follows (or using such other multiple as hereafter may be established with respect to an offering of shares for an Applicable Year by the Board of Directors):

3.2.1.Eligible participants in Executive classifications EX 1 through EX 5 ‑‑ 3.00 times;

3.2.2.Eligible participants in Grades 17 through 20 and Band M1 ‑‑ 2.50 times;

3.2.3.Eligible participants in Grades 15 and 16 ‑‑ 2.25 times;

3.2.4.Eligible participants in Grades P and Q ‑‑ 1.90 times;

3.2.5.Eligible participants in Grades N and O ‑‑ 1.85 times;

3.2.6.1   Eligible participants in Grades 11 through 14 who are covered by the Management Incentive Plan ‑‑ 1.75 times;

3.2.6.2   Eligible participants who are covered by the Sales Incentive Plan – 1.75 times;

3.2.7.Eligible participants in Grades J, K, L and M ‑‑ 1.50 times;

3.2.8.All other eligible participants ‑‑ 1.25 times.

Fractional shares resulting from the above computations shall be disregarded.

            3.3.      In the unlikely event the aggregate number of shares subscribed for by all eligible participants in an offering for an Applicable Year were to exceed the number of shares that the Board of Directors determines shall be offered in such Applicable Year, the number of shares that each eligible participant would be entitled to purchase shall be reduced to a number determined by multiplying the number of shares for which such eligible participant has subscribed (but in no event more than the number to which such employee is entitled to subscribe under this Section) by a fraction, the numerator of which is the number of shares being offered and the denominator of which is the aggregate number of shares subscribed for by all eligible participants. Fractional shares resulting from such computation shall be disregarded.

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4.         Payments for issuance of stock.

            Payments for shares subscribed for may be made pursuant to either of the following methods (or such other method as hereafter may be established by the Board of Directors with respect to any offering):

            4.1.      Full Payment:  Payment in full for the shares subscribed for on or before the date in January of the year following the Applicable Year set by the Board of Directors, in which case the shares paid for will be issued as of that date.

            4.2.      Payroll Deduction:  Payments in equal installments made at each of the regular pay periods commencing with the second pay period in January of the year following the Applicable Year and ending with the last pay period in November of that year.  The Company shall issue shares no later than the tenth day of March, June, September and December of the year following the Applicable Year to the Voting Trustees or Non-Participating Shareholders (as such terms are defined in Section 5.2), whichever is appropriate, for such number of shares of Common Stock as have been paid for prior to such issue date.

4.2.1.  Payments shall be made, in the case of a subscriber on the Company’s, Commonwealth Controls Corporation’s, or any Affiliate’s payroll, through payroll deductions authorized by the subscriber and, in the case of a subscriber who is no longer on such payroll but whose subscription has not been cancelled in accordance with Section 5.4, through monthly payments made directly by such person to the Treasurer of the Company on or before the last day of each month.  Except as provided in Section 5.4, subscriptions made under the Payroll Deduction Method and the obligations of subscribers to make full payment for all shares subscribed for (including any authorization to the Company, Commonwealth Controls Corporation or such Affiliate to make payroll deductions) shall be irrevocable.

4.2.2.  No interest shall be paid on amounts deducted from a participant’s salary or paid directly to the Treasurer.

4.2.3.  A subscriber, at his or her option exercised at any time, may pay the balance due on all or any portion of the number of shares subscribed for, and upon such payment, shares will be issued for which payment is so made.

5.         Conditions of subscription.

            Each subscription for shares of Common Stock hereunder is expressly subject to, among other things, the following terms, and every subscriber shall agree to all of them by executing a Subscription Agreement:

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            5.1.Right to receive stock not transferable.

            No subscriber may sell, pledge or in any manner alienate or suffer to be alienated his or her right to purchase Common Stock under the Plan, including the right to receive Voting Trust Interests or shares of Common Stock.  A violation of this provision shall constitute a withdrawal by the subscriber from his or her Subscription Agreement, in which event the only right of the subscriber or his or her assignee shall be to have the Company return to the person entitled thereto the total amount paid under said Subscription Agreement.  Such return shall operate as a cancellation and satisfaction oftheir discretion exercise all rights, under the Subscription Agreement.

            5.2.Issuance of stock certificates and Voting Trust Interests.

            Shares or Voting Trust Interests representing the shares subscribed for and purchased pursuantsubject to this Plan by subscribers who are or who, upon executing a Subscription Agreement, become parties to the Voting Trust Agreement (the “Voting Trust Agreement”) dated as of March 16, 2007, relating to shares of Common Stock of the Company, shall be issued to, and deposited by the Company with, the Voting Trustees thereunder (the “Voting Trustees”) in accordance with the provisions of Section 4.054.02(b) hereof, to vote on or consent to the election of directors of the Voting Trust Agreement. The Voting Trustees will record ownershipCorporation (or the removal of Voting Trust Interests for such subscribers representingany director or the numberfilling of shares subscribed forany vacancy on the Board) or the ratification, approval or disapproval of any action or proposed action of the Corporation and purchased by them and deposited in the Voting Trust.  Shares subscribed for and purchased pursuant to this Plan by subscribers who are shareholders prior to such subscription and who are not parties to the Voting Trust Agreement (“Non-Participating Shareholders”)(y) shall be recordedentitled to receive all dividends, payments and distributions in a book-entry system maintained or caused to be maintained by the Company and shall be uncertificated.

            5.3.Subscribers bound by provisions in Restated Certificate of Incorporation, as amended.

            All shares of Common Stock subscribed for shall be issued and held subject to all the terms, provisions, restrictions and qualifications set forth in the Restated Certificate of Incorporation, as amended, of the Company, which provides, among other things, that the Company has the option to purchase outstanding shares of Common Stock at the price at which such shares were issued, with appropriate adjustment for current dividends, in the event any shareholder shall desire to sell, transfer or otherwise dispose of any of his or her shares, or in the event of his or her death (in which case the option is exercisable beginning one year after the date of death) or in the event of termination of his or her employment other than by retirement on a service pension. Eligibility for or entitlement to a deferred pension under the Graybar Electric Company, Inc. Pension Plan does not constitute a retirement on a service pension for purposes of this Section 5.3 or retirement on a pension allowed by the Corporation for purposes of the Restated Certificate of Incorporation, as amended.  The Voting Trust Interests issued and to be issued under the Voting Trust Agreement provide, in substance, that every Voting Trust Interest is issued and held upon and subject to the same terms andconditions upon which shares of Common Stock are issued and held.  Each subscriber, by executing a Subscription Agreement, specifically agrees to be bound by all provisions of this Section 5.3 and agrees that all Common Stock or Voting Trust Interests owned by such subscriber shall be subject to such provisions.

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            5.4.Cancellation of subscription on death of subscriber, termination of employment of subscriber or “hardship” withdrawal by subscriber.

            In the event of the death of a subscriber or the termination of his or her employment other than by retirement on a service pension (except a deferred pension) or the subscriber receives a “hardship” withdrawal from Account K under the Company’s Profit Sharing and Savings Plan (or similar account under any such successor or additional plan) before any or allrespect of the shares of Common Stock subscribeddeposited hereunder, subject to the provisions of Article IV hereof.

            3.    If I am a party to theParticipating Shareholders holding Voting Trust Agreement dated asInterests constituting beneficial ownership of March 16, 2007 (the “Voting Trust Agreement”) relating to sharesat least 75% of Common Stock of the Company, or if I become a party to the Voting Trust Agreement pursuant to Section 4 of this Subscription Agreement, I agree and direct that the shares of Common Stock purchased by me pursuant hereto, when issuable pursuant to the Plan, be issued to and deposited with the Voting Trustees under this Voting Trust Agreement.

(b)    The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such director or officer did not act, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation or that he had reasonable cause to believe that his conduct was unlawful.

§ 723.    PAYMENT OF INDEMNIFICATION OTHER THAN BY COURT AWARD.

(b)    The application shall be made in such manner and form as may be required by the applicable rules of court or, in the absence thereof, by direction of a court to which it is made. Such application shall be upon notice to the corporation. The court may also direct that notice be given at the expense of the corporation to the shareholders and such other persons as it may designate in such manner as it may require.

(d)    If any action with respect to indemnification of directors and officers is taken by way of amendment of the by-laws, resolution of directors, or by agreement, then the corporation shall, not later than the next annual meeting of shareholders, unless such meeting is held within three months from the date of such action, and, in any event, within fifteen months from the date of such action, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the action taken.

Effective December 1, 2015, the Company renewed the insurance covering its directors and officers, along with insurance covering the fiduciary liability of certain other employees, for claims made against them as a result of their employment with the Company. This coverage is provided by National Union Fire Insurance Company of Pittsburgh (a member of the AIG Group), Arch Insurance Company, Beazley Insurance Company, Inc. (a Lloyd’s syndicate), and Berkley Insurance Company (a member of W. R. Berkley Group) for a total premium of $218,968 through November 30, 2016.

(ii) If the registrant is subject to Rule 430C (§ 230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.