Registration No. 333-213313333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrantsregistrant as specified in their charters)its charter)

(State or other jurisdiction of incorporation of Graybar Electric Company, Inc.)incorporation)

(Primary Standard Industrial Classification Code Number of Graybar Electric Company, Inc.)Number)

(I.R.S. Employer Identification Number of Graybar Electric Company, Inc.)Number)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive

Graybar Electric Company, Inc. and of the Voting Trustees), 34 North Meramec Avenue, St. Louis, Missouri 63105

(Name, address, including zip code, and telephone number, including area code, of agent

for service for Graybar Electric Company, Inc. and the Voting Trustees)service)

___________________

Copy to:

Robert J. Endicott, Esq.

Bryan Cave LLP

One Metropolitan Square, 211 North Broadway, Suite 3600

St. Louis, Missouri 63102

(314) 259-2000

(Approximate date of commencement of proposed sale to the public)

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NOTICE TO OREGON RESIDENTS:

Of the 1,400,000 shares of Common Stock or20,000,000 Voting Trust Interests that are being offered to eligible employees and qualified retirees of the Company in this offering, an aggregate of up to 8,935 shares of Common Stock or153,318 Voting Trust Interests will be offered in the State of Oregon.

P R O S P E C T U S

The Voting Trust Interests

covered by this Prospectus are offered to

Employeesin connection with an invitation by R. R. Harwood, R. C. Lyons, W. P. Mansfield, D. G. Maxwell and Qualified Retirees of Graybar Electric Company, Inc.

K. M. Mazzarella, as the Voting Trustees under the

Because this is aThis summary it doesinformation highlights in question and answer format certain information about the 2017 Voting Trust. It may not contain all the information that may be important to you. You should read the entire Prospectus and the 2017 Voting Trust Agreement attached hereto as Annex A before you decide whether to subscribe for Common Stock.participate in the 2017 Voting Trust.

A.    The Plan

This offering2017 Voting Trust is being made undera contract between participating shareholders, Graybar and the Three-YearVoting Trustees that during its term, with the exception of certain significant corporate transactions, irrevocably separates voting power from the economic and other attributes of ownership of Common Stock Purchase Plan (the “Plan”), which allows forand transfers that voting power to the issuanceVoting Trustees in annual offeringswhom the voting rights of all participants are pooled. It will expire in 2016, 2017 and 2018ten years unless it is terminated earlier by the Voting Trustees or the beneficial owners of up to an aggregateat least 75% of 4,000,000 shares of Common Stock.  This is the first offering under the Plan.  The text of the Three-Year Common Stock Purchase Plan, which was approved by our board of directors and by our shareholders on June 9, 2016, is attached as Exhibit A and is incorporated herein by reference.  We urge you to read the Plan in its entirety because it, and not this description, sets forth your rights thereunder in connection with the offering. 

Each annual offering affords, with certain limited exceptions, an opportunity to purchase shares of Common Stock to each person who on September 30deposited in the Voting Trust. The terms and conditions of the year2017 Voting Trust Agreement are substantially the same as those contained in which the offering is being conducted has been a regular employee2007 voting trust agreement currently in effect, except that paper certificates representing voting trust interests will not be issued under the 2017 Voting Trust Agreement.

A.    Since 1929, when the Company or Commonwealth Controls Corporation (or any wholly-owned subsidiary that the Company’s boardbecame employee-owned through acquisition by its then employees of directors authorizes to participate in the offering, which we refer to as a “qualified subsidiary”), continuously since March 31 of that year or who was a regular employee on March 31 and retired thereafter (but prior to October 1) on a pension (except a deferred pension).

The limitation of eligibility to regular employees and qualified retirees conforms to the policy initially adopted when the Company’s active employees acquired all of theits Common Stock of the Company from Western Electric Company, Incorporated, in 1929substantially all of the issued and has been continuously followed since then. 

Accordingly, with certain limited exceptions, under the Plan, holdersoutstanding shares of Common Stock have been held by voting trustees under successive voting trust agreements. The 2017 Voting Trust will permit the beneficial owners of Common Stock to continue for another ten years the practice that has provided continuity and stability of policy and management of the Company by having the participating shareholders act together in accordance with the voting trust agreement with respect to voting on matters presented to the shareholders, other than significant corporate transactions of the type referred to below. The Voting Trustees and the Graybar Board of Directors believe that this practice has served the Company and its employees well for more than 85 years and should be continued. 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, Graybar’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.

A.    No. The only difference between the Voting Trust Interests issued pursuant to the 2017 Voting Trust and shares of Common Stock deposited in which the offering2017 Voting Trust is made are not regular employeesthe fact that holders of the Company, Commonwealth Controls Corporation or a qualified subsidiary and continuously employed by the Company, Commonwealth Controls Corporation or such qualified subsidiary since March 31 of that yearVoting Trust Interests will not be entitled to participate invote the offering, with the exception of regular employees who retire on a pension (except a deferred pension) on or after March 31 and prior to October 1 of the year in which the offering is made. 

Sharesshares of Common Stock subscribed for pursuantrepresented thereby regarding matters as to which the Voting Trustees are granted the right to vote. The economic attributes of Common Stock ownership will not be changed. The restrictions on transfer and Graybar’s purchase option discussed below apply to the termsVoting Trust Interests in the same way they apply to the Common Stock. Holders of Voting Trust Interests will receive cash dividends paid on Common Stock beneficially owned by them and held by the PlanVoting Trustees. Any Common Stock paid as a stock dividend will upon issuance, be deposited in the Voting Trust, established by the Voting Trust Agreement, and Voting Trust Interests will be issued in respect thereof, except thatto the beneficial owner of the Common Stock upon which the stock dividends are paid.

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 regular

current 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.

As of September 30, 2016, each of the Company is issued and held.  Each subscriber, by completing a Subscription Agreement, will specifically agree to be bound by the provisions of the Company’s amended Restated Certificate of Incorporation and will agree that all Common Stock orVoting Trustees owned Voting Trust Interests held by such subscriber will be subject to those provisions.

Shares of Common Stock subscribed for pursuant to the terms of the Plan will, upon issuance, be deposited in the Voting Trust established by the Voting Trust Agreement, and Voting Trust Interests will be issued in respect thereof, except that shares of Common Stock purchased by subscribers who prior to this offering are already shareholders of record who elected in 2007 not to participate in the Voting Trust Agreement will be recorded in a book-entry system maintained by Graybar and will be uncertificated.  The Voting Trust Interests also will be uncertificated and evidenced by the book-entry system maintained by the Voting Trustees unless a subscriber requests (or has previously requested) that voting trust certificates be issued in respect thereof by checking the appropriate box on the Subscription Agreement or

Shares paid for in full will be issuedbeneficially as of January 13, 2017.  If chosen, installment payments will commence with the second bi-weekly payroll payment date in January 2017 and end with the last bi-weekly payroll payment date in November 2017.  Shares paid for in installments will be issued of record by the tenth day of March, June, September and December to the extent they have been fully paid for.  Subscribers who elect to use payroll deduction have the right at any time to pay the full remaining amount due for all or any unpaid shares and, upon any such accelerated payment, any shares that have been fully paid for will be issued and the payroll deduction will no longer apply.

The proceeds from this offering2017 Voting Trust. Vacancies in the office of Voting Trustee will be addedfilled 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 directors of Graybar. No Voting Trustee removed by Participating Shareholders may be reappointed without the approval of holders of at least 66 2/3% of the shares deposited in the Voting Trust.

Under the 2017 Voting Trust Agreement, the Voting Trustees are entitled in their discretion and using their best judgment to vote all the shares deposited in the 2017 Voting Trust on the election of directors (or the removal of any director or the filling of any vacancy on the Board) and the ratification, approval or disapproval of any other action or proposed action of the Company requiring a shareholder vote, except that the Voting Trustees may not vote on the merger or consolidation of Graybar into or with another corporation, the sale of all or substantially all of its assets or its liquidation or dissolution without the consent of the holders of Voting Trust Interests representing them) pursuantat least 75% of the aggregate number of shares then deposited.

The Voting Trustees act by a majority vote of them. As Voting Trustees, they may vote to our purchase option.  From January 1, 2016 throughre-elect themselves as directors. As directors, they may vote to maintain their current positions in management or to promote one or more of them to a more senior position.

We are a leading North American distributor of electrical and communications and data networking products, and are a provider of related supply chain management and logistics services. We primarily serve customers in the construction, and commercial, institutional and

others, and we neither manufacture nor contract to manufacture any products that we sell. Our business is primarily based in the United States of America (“U.S.”). We also have subsidiary operations with distribution facilities in the U.S., Canada and Puerto Rico.

We were incorporated in 1925 under the laws of the State of New York. Our active and retired employees own 100% of our stock. There is no public trading market for our common stock.

We distribute approximately one million products purchased from more than 4,600 manufacturers and suppliers. Maintaining strong relationships with our suppliers is important to our business, and we enjoy long-standing relationships with several of our suppliers (or their predecessors). However, most of our supplier agreements are customarily nonexclusive national or regional distributorships, terminable upon 30 to 90 days’ notice by either party.

We stock approximately 110,000 of the products we distribute in our warehouses, allowing us in most cases to provide customers with convenient, local access to the items they need every day. The products we distribute can be generally identified as follows:

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.

At September 30, 2016, , 16,596,352 shares of Common Stock were issued and outstanding. An additional 505,514 shares of Common Stock have been acquired by us and are held in treasury as of September 30, 2016 .2016. As of September 30, 2016, , approximately 84% of the issued and outstanding shares of Common Stock were held of record by R. R. Harwood, R. C. Lyons, W. P. Mansfield, D. G. Maxwell and K. M. Mazzarella, as Voting Trustees under the Voting Trust Agreement among the Voting Trustees, the Company and the shareholders of the Company who have elected to participate therein (the “Participating Shareholders”). Under the Voting Trust Agreement, Participating Shareholders have deposited their shares of Common Stock with the Voting Trustees and have been issued Voting Trust

Interests representing those shares. The Voting Trust was established to permit the owners of shares of Common Stock deposited in the Voting Trust to act together concerning the management of Graybar and the voting on certain matters presented to the shareholders.

The Voting Trust Agreement

(1)    Deposited in 2007 notthe existing voting trust.

The statements under this heading relating to participate in the 2017 Voting Trust Agreement with respectare summaries and may not contain all the information that may be important to you and are qualified in their entirety by reference to the sharesform of 2017 Voting Trust Agreement, which is attached to this Prospectus as Annex A and incorporated herein by reference. We urge you already own. Afterto read the termination2017 Voting Trust Agreement in its entirety because it, and not this description, will define your rights as a holder of the Voting Trust Interests thereunder.

Voting Trustees and their agents and attorneys are sometimes referrednot liable to as “eligible participants”holders of Voting Trust Interests or the Company except for their individual willful misconduct. The Company has agreed to indemnify the Voting Trustees and after completing a Subscriptiontheir 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 the Securities 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 2017 Voting Trust Agreement.

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 2017 Voting Trust Agreement are referredprovides that, in the event the Company fails or is unable to as “subscribers”; provided, however,provide indemnification or pay expenses, the holders of Voting Trust Interests will do so. In that event, the term “eligible participants”responsibility for indemnification will not include those who: (a) receive pension payments (other than eligible persons who retired on or after March 31, 2016), or retainers, whether or not currently employed; (b) are employed solely on a contract basis or who by written agreement have released all stock subscription rights; (c) are includedbe allocated among them ratably in a collective bargaining unitproportion to the Common Stock represented by a labor organization where the agreement betweentheir Voting Trust Interests. The obligations of the Company and the labor organization doesholders 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 holder of Common Stock may sell, transfer or otherwise dispose of any shares without first offering us the option to purchase those shares within 30 days after the offer for $20.00 per share, with appropriate adjustment for regular dividends, if any, declared and paid at the end of the quarter in which the offer is made. Any attempt to sell, transfer or otherwise dispose of Voting Trust Interests will constitute an attempt to sell, transfer or otherwise dispose of the Common Stock they represent.

We also have the option to purchase for $20.00 per share, with appropriate adjustment for regular dividends, if any, the Common Stock of any record shareholder or Participating Shareholder who ceases to be an employee for any reason other than death or retirement on a pension (except a deferred pension) at any time after termination of employment until 30 days after the holder makes an offer to sell the Common Stock to us. In the event of the death of any shareholder, we have the option to purchase all or any part of his or her Common Stock owned of record or represented by Voting Trust Interests from the shareholder’s estate for $20.00 per share, with appropriate adjustment for regular dividends, if any, at any time after the expiration of one year from the date of death until 30 days after the Common Stock has been offered to us. If the shareholder’s estate offers to sell the shares to us within the one-year period, our option terminates 30 days from the offer. In the past, we have always exercised these options and we expect to continue to do so in the foreseeable future. However, we can make no assurance that we will continue to exercise our purchase option in the future.

No shareholder may hypothecate or pledge Common Stock or Voting Trust Interests, except under an agreement of hypothecation or pledge containing provisions permitting us to exercise the purchase option referred to above and to purchase the pledge of shares in the event of default upon payment of the lesser of the

amount due on the pledge or the purchase price, and containing suitable provisions for redemption by the shareholder or payment of any balance to which the shareholder may be entitled. No shareholder may transfer or place any shares of Common Stock, or Voting Trust Interests representing shares, into a trust, except that we will, under certain circumstances, permit a transfer or placement upon receipt of a written agreement from the trustee(s) and the shareholder in a form satisfactory to us providing that the shareholder retains the right to direct the action to be taken by the trustees on any matter submitted to a vote by holders of Common Stock or Voting Trust Interests and recognizing our right to exercise the options referred to above and to purchase the shares, or Voting Trust Interests representing shares, if any party other than the holder or the trustee will claim or establish ownership of or interest in the shares, or Voting Trust Interests representing shares, and requiring the trustee(s) to comply with all provisions of our amended Restated Certificate of Incorporation relating to the sale, transfer or other disposition of shares.

The purchase option described above could have the effect of delaying or preventing a change of control. See “Risk Factors” beginning on page 8.  In addition, any issuance of Delegated Authority Preferred, with voting rights, may affect the outcome of any action requiring shareholder approval.  See “Description of Preferred Stock,” below.

The amended Restated CertificateMatters 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 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 2017 Voting Trust Agreement are on file at our principal executive office and with the SEC in Washington, D.C.  See “Where You Can Find More Information.”  All section references are to the 2007 Voting Trust Agreement.

The2017 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)

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)

* Estimated.

Sections 721 through 726 of the New York Business Corporation Law provide as follows:

§ 721.    NONEXCLUSIVITY OF STATUTORY PROVISIONS FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in the certificate of incorporation or the by-laws or, when authorized by such certificate of incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Nothing contained in this article shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

§ 722.    AUTHORIZATION FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(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.

(c)    A corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, 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, except that no indemnification under this paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

(d)    For the purpose of this section, a corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries

of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.

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

(a)    A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in section 722 shall be entitled to indemnification as authorized in such section.

(b)    Except as provided in paragraph (a), any indemnification under section 722 or otherwise permitted by section 721, unless ordered by a court under section 724 (Indemnification of directors and officers by a court), shall be made by the corporation, only if authorized in the specific case:

(c)    Expenses incurred in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount as, and to the extent, required by paragraph (a) of section 725.

§ 724.    INDEMNIFICATION OF DIRECTORS AND OFFICERS BY A COURT.

(a)    Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board or of the shareholders in the specific case under section 723 (Payment of indemnification other than by court award), indemnification shall be awarded by a court to the extent authorized under section 722 (Authorization for indemnification of directors and officers), and paragraph (a) of section 723. Application therefor may be made, in every case, either:

(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.

(c)    Where indemnification is sought by judicial action, the court may allow a person such reasonable expenses, including attorneys’ fees, during the pendency of the litigation as are necessary in connection with his defense therein, if the court shall find that the defendant has by his pleadings or during the course of the litigation raised genuine issues of fact or law.

§ 725.    OTHER PROVISIONS AFFECTING INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a)    All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under paragraph (c) of section 723 (Payment of indemnification other than by court award) or allowed by a court under paragraph (c) of section 724 (Indemnification of directors and officers by a court) shall be repaid in case the person receiving such advancement or allowance is ultimately found, under the procedure set forth in this article, not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the corporation or allowed by the court exceed the indemnification to which he is entitled.

(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.

(e)    Any notification required to be made pursuant to the foregoing paragraph (c) or (d) of this section by any domestic mutual insurer shall be satisfied by compliance with the corresponding provisions of section one thousand two hundred sixteen of the insurance law.

(f)    The provisions of this article relating to indemnification of directors and officers and insurance therefor shall apply to domestic corporations and foreign corporations doing business in this state, except as provided in section 1320 (Exemption from certain provisions).

§ 726    INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a)    Subject to paragraph (b), a corporation shall have power to purchase and maintain insurance:

(c)    Insurance under any or all subparagraphs of paragraph (a) may be included in a single contract or supplement thereto. Retrospective rated contracts are prohibited.

(d)    The corporation shall, within the time and to the persons provided in paragraph (c) of section 725 (Other provisions affecting indemnification of directors or officers), mail a statement in respect of any insurance it has purchased or renewed under this section, specifying the insurance carrier, date of the contract, cost of the insurance, corporate positions insured, and a statement explaining all sums, not previously reported in a statement to shareholders, paid under any indemnification insurance contract.

(e)    This section is the public policy of this state to spread the risk of corporate management, notwithstanding any other general or special law of this state or of any other jurisdiction including the federal government.

Article Seventh of the Company’s amended Restated Certificate of Incorporation provides:

Pursuant to Section 402(b) of the Business Corporation Law of the State of New York, the personal liability of the corporation’s directors to the corporation or its stockholders for damages for breach of duty as a director shall be eliminated to the fullest extent permitted by the Business Corporation Law, as it exists on the date hereof or as it may hereafter be amended.  No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Article VIII of the Company’s By-Laws provides:

To the full extent authorized by law, the corporation shall and hereby does indemnify any person who shall at any time be made, or threatened to be made, a party in any civil or criminal action or proceeding by reason of the fact that he, his testator or his intestate (a) is or was (i) a director or officer of the corporation or (ii) corporate personnel other than a director or officer who served on a subcommittee of the Board of Directors of the corporation or (b) a director or officer of the corporation or corporate personnel other than a director or officer who served another corporation (including any subsidiaries of the corporation) in any capacity at the request of the corporation.

Section 5.03(c) of the Voting Trust Agreement provides:

The Corporation covenants and agrees, and in the event the Corporation shall not do so for any reason whatsoever the Participating Shareholders in consideration of the Voting Trustees having agreed to serve in that capacity for the benefit of the Participating Shareholders covenant and agree ratably in accordance with the number of shares of Common Stock represented by their respective Voting Trust Interests, to indemnify each Voting Trustee and each agent or attorney of the Voting Trustees (including, without limitation, Agents, transfer agents and registrars) for, and to hold such Voting Trustee harmless against, any tax, loss, liability

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.

None.

(a)

The Company hereby agrees to furnish to the Commission upon request a copy of each instrument omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.

5    Opinion of Bryan Cave LLP**LLP

9    Voting Trust Agreement, dated as of March 16, 2007, included at Exhibit 4(ii)4.2 above.

Item 17.    Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 (§ 239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 (§ 239.13 of this chapter) or Form F-3 (§ 239.33 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b) of this chapter) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B (§ 230.430B of this chapter):

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

was made in the registration statement orprospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri on the 2nd10th day of November, 2016 .2016.

GRAYBAR ELECTRIC COMPANY, INC.

Matthew W. Geekie, Senior Vice

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons as Voting Trustees underin the Voting Trust Agreement dated as of March 16, 2007,capacities indicated on November 2, 2016 .

The Company hereby agrees to furnish to the Commission upon request a copy of each instrument omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.

5    Opinion of Bryan Cave LLP**LLP

9    Voting Trust Agreement dated as of March 16, 2007, included(included at Exhibit 4(ii) above.4.2 above)