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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

 [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                                     --OR--

 [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                       FOR THE QUARTER ENDED JUNE 30, 1997

                         Commission File Number: 0-16207



                        ALL AMERICAN SEMICONDUCTOR, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                                   59-2814714
(STATE OR OTHER JURISDICTION OF                                 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

16115 NORTHWEST 52ND AVENUE, MIAMI, FLORIDA                                33014
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 621-8282


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X] Yes   No  [ ]

As of August 8, 1997,  20,343,894  shares  (including  160,703  shares held by a
wholly-owned  subsidiary of the  Registrant) of the common stock of All American
Semiconductor, Inc. were outstanding.


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                                       1
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

FORM 10-Q - INDEX


PART    ITEM                                                                PAGE
NO.     NO.                       DESCRIPTION                                NO.
--------------------------------------------------------------------------------


I            FINANCIAL INFORMATION:

         1.  Financial Statements

             Consolidated Condensed Balance Sheets at June 30, 1997
               (Unaudited) and December 31, 1996...............................3

             Consolidated Condensed Statements of Operations for the Quarters
               and Six Months Ended June 30, 1997 and 1996 (Unaudited).........4

             Consolidated Condensed Statements of Cash Flows for the
               Six Months Ended June 30, 1997 and 1996 (Unaudited).............5

             Notes to Consolidated Condensed Financial Statements (Unaudited)..6

         2.  Management's Discussion and Analysis of Financial Condition and
               Results of Operations...........................................7


II           OTHER INFORMATION:

         2.  Changes in Securities............................................10

         4.  Submission of Matters to a Vote of Security Holders..............10

         6.  Exhibits and Reports on Form 8-K.................................10

             SIGNATURES.......................................................11


                                       2
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                     JUNE 30           DECEMBER 31
ASSETS                                                                                  1997                  1996
------------------------------------------------------------------------------------------------------------------
                                                                                  (UNAUDITED)
<S>                                                                          <C>                   <C>
Current assets:
    Cash..............................................................       $       208,000       $       525,000
    Accounts receivable, less allowances for doubtful
      accounts of $1,509,000 and $1,200,000...........................            38,134,000            32,711,000
    Inventories.......................................................            66,918,000            64,212,000
    Other current assets..............................................             4,425,000             5,113,000
                                                                             ---------------       ---------------
        Total current assets..........................................           109,685,000           102,561,000
Property, plant and equipment - net...................................             5,082,000             5,454,000
Deposits and other assets.............................................             3,392,000             3,832,000
Excess of cost over fair value of net assets acquired - net...........             1,050,000             1,074,000
                                                                             ---------------       ---------------
                                                                             $   119,209,000       $   112,921,000
                                                                             ===============       ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------

Current liabilities:
    Current portion of long-term debt.................................       $       364,000       $       434,000
    Accounts payable and accrued expenses.............................            40,839,000            31,808,000
    Income taxes payable..............................................               347,000                     -
    Other current liabilities.........................................               192,000               496,000
                                                                             ---------------       ---------------
        Total current liabilities.....................................            41,742,000            32,738,000
Long-term debt:
    Notes payable.....................................................            46,508,000            50,012,000
    Subordinated debt.................................................             6,388,000             6,539,000
    Other long-term debt..............................................             1,236,000             1,236,000
                                                                             ---------------       ---------------
                                                                                  95,874,000            90,525,000
                                                                             ---------------       ---------------

Commitments and contingencies

Shareholders' equity:
    Preferred stock, $.01 par value, 1,000,000 shares
      authorized, none issued.........................................                     -                     -
    Common stock, $.01 par value, 40,000,000 shares
      authorized, 20,343,894 and 20,323,894 shares issued,
      19,853,895 and 19,833,895 shares outstanding....................               199,000               198,000
    Capital in excess of par value....................................            25,575,000            25,561,000
    Accumulated deficit...............................................            (1,988,000)           (2,912,000)
    Treasury stock, at cost, 180,295 shares...........................              (451,000)             (451,000)
                                                                             ---------------       ---------------
                                                                                  23,335,000            22,396,000
                                                                             ---------------       ---------------
                                                                             $   119,209,000       $   112,921,000
                                                                             ===============       ===============
</TABLE>


See notes to consolidated condensed financial statements

                                        3
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>

                                                                QUARTERS                           SIX MONTHS
PERIODS ENDED JUNE 30                                    1997              1996              1997             1996
------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>               <C>              <C>

NET SALES..................................   $    68,131,000   $    61,746,000   $   130,370,000  $   124,705,000
Cost of sales..............................       (52,935,000)      (47,227,000)     (101,034,000)     (95,961,000)
                                              ---------------   ---------------   ---------------  ---------------
Gross profit...............................        15,196,000        14,519,000        29,336,000       28,744,000
Selling, general and
  administrative expenses..................       (12,846,000)      (13,837,000)      (25,259,000)     (26,093,000)
Restructuring and other
  nonrecurring expenses....................                 -          (485,000)                -         (930,000)
                                              ---------------   ---------------   ---------------  ---------------
INCOME FROM CONTINUING
  OPERATIONS...............................         2,350,000           197,000         4,077,000        1,721,000
Interest expense...........................        (1,259,000)       (1,451,000)       (2,456,000)      (2,448,000)
                                              ---------------   ---------------   ---------------  ---------------
INCOME (LOSS) FROM
  CONTINUING OPERATIONS
  BEFORE INCOME TAXES......................         1,091,000        (1,254,000)        1,621,000         (727,000)
Income tax (provision) benefit.............          (469,000)          540,000          (697,000)         314,000
                                              ---------------   ---------------   ---------------  ---------------
INCOME (LOSS) FROM CONTINUING
  OPERATIONS BEFORE
  DISCONTINUED OPERATIONS
  AND EXTRAORDINARY ITEMS..................           622,000          (714,000)          924,000         (413,000)
Loss from discontinued operations
  (net of $61,000 and $5,000 income
  tax benefit).............................                 -           (81,000)                -           (7,000)
                                              ---------------   ---------------   ---------------  ---------------
Income (loss) before
  extraordinary items......................           622,000          (795,000)          924,000         (420,000)
Extraordinary items:
  Gain from settlement of litigation (net
    of $205,000 income tax provision)......                 -           272,000                 -          272,000
  Loss on early retirement of debt (net
    of $161,000 income tax benefit)........                 -                 -                 -         (214,000)
                                              ---------------   ---------------   ---------------  ---------------

NET INCOME (LOSS)..........................   $       622,000   $      (523,000)  $       924,000  $      (362,000)
                                              ===============   ===============   ===============  ===============

Primary and fully diluted earnings per share:
    Income (loss) from
      continuing operations................            $  .03            $ (.04)           $  .05           $ (.02)
    Discontinued operations................                 -                 -                 -                -
    Extraordinary items....................                 -               .01                 -                -
                                                       ------            ------            ------           ------
    Net income (loss)......................            $  .03            $ (.03)           $  .05           $ (.02)
                                                       ======            ======            ======           ======
</TABLE>


See notes to consolidated condensed financial statements

                                       4
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

SIX MONTHS ENDED JUNE 30                                                                1997                  1996
------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                   <C>

Cash Flows Provided By (Used For) Operating Activities................         $   3,449,000         $ (19,235,000)
                                                                               -------------         -------------

Cash Flows From Investing Activities:
Acquisition of property and equipment.................................              (120,000)           (1,616,000)
Increase in other assets..............................................               (13,000)           (3,658,000)
Net investing activities of discontinued operations...................                     -               (39,000)
                                                                               -------------         -------------

     Cash flows used for investing activities.........................              (133,000)           (5,313,000)
                                                                               -------------         -------------

Cash Flows From Financing Activities:
Net borrowings (repayments) under line of credit agreement............            (3,504,000)           25,073,000
Increase in notes payable.............................................                     -            15,000,000
Repayments of notes payable...........................................              (144,000)          (15,631,000)
Net proceeds from issuance of equity securities.......................                15,000                 9,000
                                                                               -------------         -------------

     Cash flows provided by (used for) financing activities...........            (3,633,000)           24,451,000
                                                                               -------------         -------------

Decrease in cash......................................................              (317,000)              (97,000)
Cash, beginning of period.............................................               525,000               276,000
                                                                               -------------         -------------

Cash, end of period...................................................         $     208,000         $     179,000
                                                                               =============         =============

Supplemental Cash Flow Information:
Interest paid.........................................................         $   2,320,000         $   1,850,000
                                                                               =============         =============

Income taxes paid (refunded) - net....................................         $    (383,000)        $   1,093,000
                                                                               =============         =============
</TABLE>

Supplemental Schedule of Noncash Investing and Financing Activities:

During the six months  ended June 30,  1996,  the Company  purchased  all of the
capital stock of Programming Plus Incorporated  ("PPI").  The consideration paid
by the Company for such  capital  stock  consisted  of 549,999  shares of common
stock of the Company  valued at $1,375,000 (or $2.50 per share);  however,  only
60,000  shares of common  stock  (valued at $150,000)  were  released to the PPI
selling shareholders at closing,  with the balance retained in escrow subject to
certain conditions subsequent.



See notes to consolidated condensed financial statements

                                       5
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

================================================================================

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

In the opinion of management,  the accompanying unaudited Consolidated Condensed
Financial  Statements  include all adjustments  (consisting of normal  recurring
accruals or adjustments only) necessary to present fairly the financial position
at June 30,  1997,  and the  results  of  operations  and the cash flows for all
periods  presented.  The results of operations  for the interim  periods are not
necessarily  indicative of the results to be obtained for the entire year. Prior
period's financial statements have been reclassified to conform with the current
period's presentation.

For a summary of significant  accounting  policies  (which have not changed from
December 31,  1996) and  additional  financial  information,  see the  Company's
Annual Report on Form 10-K for the year ended  December 31, 1996,  including the
consolidated  financial  statements  and notes  thereto  which should be read in
conjunction with these financial statements.

EARNINGS PER SHARE

The weighted  average shares used for the computation of earnings per share were
as follows:
<TABLE>
<CAPTION>

                                                   QUARTER                      SIX MONTHS
QUARTERS AND SIX MONTHS ENDED JUNE 30        1997              1996        1997             1996
------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>         <C>              <C>
Primary and fully diluted............. 19,686,277        20,439,031  19,692,046       20,444,245
</TABLE>

In February 1997, the Financial  Accounting Standards Board issued Statement No.
128 "Earnings Per Share" ("SFAS 128"),  which changes the method for calculating
earnings per share.  SFAS 128 requires the presentation of "basic" and "diluted"
earnings  per share on the face of the income  statement.  SFAS 128 is effective
for financial statements for periods ending after December 15, 1997. The Company
will adopt SFAS 128 for the year  ending  December  31,  1997,  and  accordingly
restate  prior  periods,  as early  adoption is not  permitted.  SFAS 128 is not
expected to materially differ from primary or fully diluted earnings per share.

2.   LONG-TERM DEBT

Outstanding  borrowings  at June 30,  1997 and 1996,  under the  Company's  $100
million  line  of  credit  facility  aggregated   $46,496,000  and  $54,783,000,
respectively.

3.   OPTIONS

During the quarter  ended June 30,  1997,  the Company  issued an  aggregate  of
54,000 stock options to nine individuals pursuant to the Employees',  Officers',
Directors' Stock Option Plan, as previously amended and restated.  These options
have an exercise  price of either  $1.00 or $1.01 per share and  generally  vest
over a five-year period and are exercisable  over a six-year period.  During the
quarter ended March 31, 1997,  the Company  issued an aggregate of 344,500 stock
options to 26  individuals  pursuant to the  Employees',  Officers',  Directors'
Stock Option Plan,  as previously  amended and  restated.  These options have an
exercise price of $1.07 per share and generally vest over a five-year period and
are  exercisable  over a six-year  period.  During the six months ended June 30,
1997,  20,000 stock options were exercised at $.75 per share and an aggregate of
26,000 stock  options  were  canceled at exercise  prices  ranging from $2.03 to
$2.63 per share.

                                       6
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

================================================================================

All American  Semiconductor,  Inc. and its  subsidiaries  (the  "Company")  is a
national  distributor  of  electronic  components  manufactured  by others.  The
Company  distributes  a  full  range  of  semiconductors   (active  components),
including transistors,  diodes, memory devices and other integrated circuits, as
well  as  passive  components,  such as  capacitors,  resistors,  inductors  and
electromechanical products, including cable, switches,  connectors,  filters and
sockets.  These products are sold primarily to original equipment  manufacturers
("OEMs") in a diverse and growing range of industries,  including  manufacturers
of  computers  and  computer-related  products,   satellite  and  communications
products,  consumer  goods,  robotics  and  industrial  equipment,  defense  and
aerospace  equipment  and  medical  instrumentation.  Through  its  Aved  Memory
Products ("AMP") and Aved Display  Technologies  ("ADT") divisions,  the Company
also designs and has manufactured under the label of its subsidiary's divisions,
certain board level  products  including  memory  modules and flat panel display
driver boards.  These products are also sold to OEMs.  Through the third quarter
of 1996, the Company also distributed a limited offering of computer products.

RESULTS OF OPERATIONS
---------------------

Net sales for the quarter and six months ended June 30, 1997 were $68.1  million
and $130.4  million,  representing  a 10.3% and 4.5%  increase over net sales of
$61.7 million and $124.7 million for the same periods of 1996,  excluding  sales
from  discontinued  operations.  The increases in net sales were attributable to
higher  sales in many  territories.  Net sales for the  second  quarter  of 1997
represents  the second  quarterly  increase in sales when  compared to the prior
consecutive quarter.

Gross  profit was $15.2  million and $29.3  million  for the second  quarter and
first six months of 1997,  compared to $14.5  million and $28.7  million for the
same periods of 1996, excluding gross profit from discontinued  operations.  The
increases were primarily due to the increase in net sales.  Gross profit margins
as a  percentage  of net sales were 22.3% and 22.5% for the second  quarter  and
first six months of 1997 compared to 23.5% and 23.0% for the second  quarter and
first  six  months  of 1996.  The  gross  profit  margins  for the 1996  periods
reflected a fewer number of low margin, large volume  transactions.  While gross
profit margins may continue to decline  slightly,  the Company believes that any
future  decline  should be offset by increases  in sales and improved  operating
efficiencies.

Selling,  general and administrative expenses ("SG&A") was $12.8 million for the
second quarter of 1997 compared to $13.8 million for the second quarter of 1996.
SG&A for the first half of 1997 was $25.3 million  compared to $26.1 million for
the first six months of 1996. The decreases  reflect the benefits of the expense
control  programs  implemented  during the third  quarter of 1996 as well as the
benefits from the restructurings initiated during the second half of 1996.  With
its present  infrastructure,  including the Company's excess plant capacity, the
Company believes that it can support higher sales without a significant increase
in fixed costs.  This should result in improved  operating  efficiencies  in the
future.

SG&A as a  percentage  of net sales  decreased to 18.9% and 19.4% for the second
quarter and six months  ended June 30,  1997,  from 22.4% and 20.9% for the same
periods of 1996.  The  improvement in SG&A as a percentage of sales reflects the
decrease in SG&A in absolute  dollars as well as the increase in sales.  SG&A in
absolute dollars may increase in the future with increases in sales.

Income  from  continuing  operations  increased  to $2.4  million for the second
quarter of 1997,  compared  to  $197,000  for the  second  quarter of 1996 which
included the effect of  nonrecurring  expenses of  $485,000.  For the six months
ended  June 30,  1997,  income  from  continuing  operations  was $4.1  million,
compared with

                                       7
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

================================================================================

$1.7  million  for the  same  period  of  1996  which  included  the  effect  of
nonrecurring  expenses of  $930,000.  The  increase  in income  from  continuing
operations  was  attributable  to the  increase in net sales and the decrease in
SG&A in both absolute dollars and as a percentage of net sales.

Interest  expense was $1.3 million and $2.5  million for the second  quarter and
first half of 1997,  as compared to $1.5  million and $2.4  million for the same
periods of 1996.  The decrease in the second  quarter of 1997 as compared to the
second  quarter of 1996  resulted  from a decrease in  amortization  of deferred
financing fees and lower average  borrowings for the period.  These factors were
partially offset by the additional  interest expense associated with an increase
in the Company's  borrowing rate which occurred  during the second half of 1996.
Interest expense for the first six months of 1997 compared to the same period of
1996 reflects the decrease in interest  expense for the second quarter which was
more than offset by an increase  in  interest  expense for the first  quarter of
1997 resulting  primarily from additional  borrowings at an increased  borrowing
rate.

Net income was $622,000  ($.03 per share) and $924,000  ($.05 per share) for the
quarter and six months ended June 30,  1997,  compared to net losses of $523,000
($.03 per share)  and  $362,000  ($.02 per share) for the same  periods of 1996.
Included in 1996 are after-tax  losses from  discontinued  operations of $81,000
and $7,000 and extraordinary after-tax net gains of $272,000 and $58,000 for the
quarter and first six months, respectively.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Working capital at June 30, 1997 decreased to $67.9 million from working capital
of $69.8 million at December 31, 1996.  The current ratio was 2.63:1 at June 30,
1997,  as compared to 3.13:1 at December 31,  1996.  The decrease in the current
ratio was primarily due to an increase in accounts  payable and accrued expenses
which was partially offset by an increase in accounts  receivable and inventory.
Accounts receivable levels at June 30, 1997 were $38.1 million, up from accounts
receivable of $32.7 million at December 31, 1996, reflecting increased sales for
the first six months of 1997.  Inventory  increased to $66.9 million at June 30,
1997,  from $64.2  million at December 31, 1996.  The increase in inventory  was
primarily  to support  the  increases  in sales as well as to  support  budgeted
future growth.  Accounts payable and accrued expenses increased to $40.8 million
at June 30, 1997, from $31.8 million at December 31, 1996, primarily as a result
of purchases of inventory.

During the second  half of 1996,  the  Company's  credit  facility  was  amended
whereby certain  financial  covenants were modified and the Company's  borrowing
rate was  increased  by  one-quarter  of one percent  (.25%).  At June 30, 1997,
outstanding borrowings under this facility aggregated $46.5 million.

The  Company  expects  that  its  cash  flows  from  operations  and  additional
borrowings  available  under its credit  facility will be sufficient to meet its
current financial requirements over the next twelve months.

FORWARD-LOOKING STATEMENTS
--------------------------

This Form 10-Q  contains  forward-looking  statements  (within  the  meaning  of
Section 21E. of the Securities  Exchange Act of 1934, as amended),  representing
the Company's current expectations,  beliefs, estimates or intentions concerning
the Company's future performance and operating results, its products,  services,
markets and industry,  and/or future events relating to or effecting the Company
and its  business  and  operations.  When  used in this  Form  10-Q,  the  words
"believes," "estimates," "plans," "expects," "intends,"

                                       8
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

================================================================================

"anticipates,"  and  similar  expressions  as they  relate to the Company or its
management  are  intended to  identify  forward-looking  statements.  The actual
results or  achievements  of the  Company  could  differ  materially  from those
indicated  by the  forward-looking  statements  because  of  various  risks  and
uncertainties related to and including, without limitation, the effectiveness of
the Company's business and marketing strategies,  timing of delivery of products
from suppliers,  the product mix sold by the Company, the Company's  development
of new customers,  existing  customer demand,  availability of products from and
the  establishment  and  maintenance  of  relationships  with  suppliers,  price
competition for products sold by the Company, management of growth and expenses,
the  Company's  ability to  collect  accounts  receivable,  price  decreases  on
inventory that is not price  protected,  gross profit margins,  availability and
terms  of  financing  to  fund  capital  needs,  the  continued  enhancement  of
telecommunication,   computer  and  information   systems,   the  continued  and
anticipated  growth  of  the  electronics  industry  and  electronic  components
distribution  industry,  a change in government  tariffs or duties,  a change in
interest rates,  and the other risks and factors  detailed in this Form 10-Q and
in the Company's  other  filings with the  Securities  and Exchange  Commission.
These risks and  uncertainties are beyond the ability of the Company to control.
In many cases, the Company cannot predict the risks and uncertainties that could
cause  actual  results  to  differ   materially  from  those  indicated  by  the
forward-looking statements.


                                       9
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION

================================================================================

ITEM 2.  CHANGES IN SECURITIES
         ---------------------

(c)      SALES OF UNREGISTERED SECURITIES
         --------------------------------

         The Company has not issued or sold any unregistered  securities  during
         the quarter  ended June 30, 1997 except that  pursuant to the Company's
         Employees',  Officers',  Directors'  Stock Option Plan,  as  previously
         amended and  restated,  the Company  granted  stock options to purchase
         54,000 shares of the Company's  common stock to nine  individuals at an
         exercise  price of either $1.00 or $1.01 per share.  The stock  options
         generally  vest over a  five-year  period  and are  exercisable  over a
         six-year  period.  See  Note  3  to  Notes  to  Consolidated  Condensed
         Financial  Statements.  All of the stock  options  were  granted by the
         Company in reliance  upon the  exemption  from  registration  available
         under Section 4(2) of the Securities Act of 1933, as amended.

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

(a)      On July 11,  1997,  the  Registrant  held its 1996  annual  meeting  of
         shareholders (the "Annual Meeting").

(b)      One  matter  voted on at the Annual  Meeting  was the  election  of two
         directors  of the  Registrant.  The two  nominees,  who  were  existing
         directors of the Registrant and nominees of the  Registrant's  Board of
         Directors,  were  re-elected at the Annual  Meeting as directors of the
         Registrant,  receiving the number and  percentage of votes for election
         and abstentions as set forth next to their respective names below:

         NOMINEE FOR DIRECTOR      FOR                        ABSTAIN
         --------------------      ------------               -------
         Paul Goldberg             17,704,794     97.0%       540,045       3.0%
         Rick Gordon               17,733,079     97.2%       511,760       2.8%

         The other directors  whose term of office as directors  continued after
         the Annual  Meeting are Bruce M. Goldberg,  Howard L. Flanders,  S. Cye
         Mandel and Sheldon Lieberbaum.

(c)      The following additional matter was separately voted upon at the Annual
         Meeting and  received  the votes of the holders of the number of shares
         of Common  Stock voted in person or by proxy at the Annual  Meeting and
         the percentage of total votes cast as indicated below:

         Ratification  of selection of independent  accountants  for 1997 fiscal
         year

         For                       17,904,259     98.1%
         Against                      247,970      1.4%
         Abstain                       92,610      0.5%

(d)      Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

(a)      EXHIBITS
         --------

         11.1     Statement Re:  Computation of Per Share Earnings (Unaudited).
         27.1     Financial Data Schedule.

(b)      REPORTS ON FORM 8-K
         -------------------

         The  Company  did not file any  reports on Form 8-K during the  quarter
         ended June 30, 1997.

                                       10
<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    ALL AMERICAN SEMICONDUCTOR, INC.
                                    --------------------------------
                                    (Registrant)

Date:  August 8, 1997               /S/ PAUL GOLDBERG
                                    --------------------------------
                                    Paul Goldberg, Chairman of the Board and
                                    Chief Executive Officer
                                    (Duly Authorized Officer)

Date:  August 8, 1997               /S/ HOWARD L. FLANDERS
                                    --------------------------------
                                    Howard L. Flanders, Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       11