Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                        ALL AMERICAN SEMICONDUCTOR, INC.

                            -----------------------

         The  undersigned,  President  and  Corporate  Secretary of All American
Semiconductor,  Inc.,  a Delaware  corporation  (the  "Corporation"),  do hereby
certify:

         FIRST:  That  at a  special  meeting  of the  Board  of  Directors  the
following  resolution  was duly adopted in  accordance  with the  provisions  of
Section 242 of the  General  Corporation  Law of the State of  Delaware  and the
By-laws  of  the  Corporation,   setting  forth  a  proposed  amendment  to  the
Certificate  of  Incorporation  of  the  Corporation,   as  previously  amended,
declaring  said  amendment to be advisable and directing  that said amendment be
submitted at the next annual meeting of the  shareholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

                  RESOLVED,  that,  subject to  obtaining  the  approval of
         shareholders  of  the  Corporation   holding  a  majority  of  the
         outstanding  shares of common stock of the Corporation,  Article 4
         of  the  Certificate  of  Incorporation  of  the  Corporation,  as
         previously  amended  (the  "Certificate"),  be,  and it  hereby is
         authorized and deemed  advisable to be, further amended by adding,
         at the end  thereof,  the  following  additional  paragraphs  (the
         "Reverse Stock Split Amendment"):

                           "Simultaneously  with the effective date of
                  this   Certificate  of  Amendment  (the   "Effective
                  Date"),  all issued and outstanding shares of common
                  stock ("Existing  Common Stock") shall be and hereby
                  are  automatically   combined  and  reclassified  as
                  follows:  each five (5)  shares of  Existing  Common
                  Stock  shall  be  combined  and  reclassified   (the
                  "Reverse  Stock  Split")  as one share of issued and
                  outstanding   common  stock  ("New  Common  Stock"),
                  provided,  that there shall be no fractional  shares
                  of New  Common  Stock.  In the case of any holder of
                  fewer than five (5) shares of Existing  Common Stock
                  or any  number of shares of  Existing  Common  Stock
                  which,  when divided by five (5), does not result in
                  a whole  number (a  "Fractional  Shareholder"),  the
                  fractional  share  interest of New Common Stock held
                  by any  Fractional  Shareholder  as a result  of the
                  Reverse  Stock  Split  shall  be  rounded  up to the
                  nearest whole share of New Common Stock.

                           The Corporation shall, through its transfer
                  agent, provide certificates  representing New Common
                  Stock  to  holders  of  Existing   Common  Stock  in
                  exchange  for  certificates   representing  Existing
                  Common  Stock.  From and after the  Effective  Date,
                  certificates  representing shares of Existing Common
                  Stock are hereby  canceled and shall  represent only
                  the right of the  holders  thereof  to  receive  New
                  Common Stock.

                           From and after the Effective Date, the term
                  "New Common  Stock" as used in this  Article 4 shall
                  mean common stock as provided in this Certificate of
                  Incorporation.  The par  value of the  common  stock
                  shall remain as  otherwise  provided in Article 4 of
                  this Certificate of Incorporation."

<PAGE>


         SECOND:  That  thereafter,  pursuant to the  resolution of the Board of
Directors,  an annual meeting of the  shareholders  of the  Corporation was duly
called and held,  upon  notice in  accordance  with  Section  222 of the General
Corporation Law of the State of Delaware,  at which meeting the necessary number
of shares as required by statute were voted in favor of the Reverse  Stock Split
Amendment.

         THIRD:   That said amendment to the  Certificate of  Incorporation  was
duly adopted in  accordance  with the  provisions  of Section 242 of the General
Corporation  Law of the State of  Delaware  and,  accordingly,  Article 4 of the
Certificate of Incorporation is amended as provided herein.

         FOURTH:  That said amendment shall be effective at 11:59 P.M., daylight
savings time, on the date this Certificate of Amendment is filed and accepted by
the Secretary of State of the State of Delaware.

         IN WITNESS  WHEREOF,  the Corporation has caused this certificate to be
signed  by Bruce M.  Goldberg,  its  President,  and  Howard  L.  Flanders,  its
Corporate Secretary, this 1st day of June, 1999.

                                     /s/ BRUCE M. GOLDBERG
                                     -------------------------------------------
                                         Bruce M. Goldberg, President

                                     /s/ HOWARD L. FLANDERS
                                     -------------------------------------------
                                         Howard L. Flanders, Corporate Secretary

STATE OF FLORIDA      )
                      ) SS:
COUNTY OF MIAMI-DADE  )

         The foregoing  instrument  was  acknowledged  before me this 1st day of
June,  1999, by Bruce M. Goldberg,  as President of All American  Semiconductor,
Inc.,  a  Delaware  corporation,  on  behalf  and as the  act  and  deed of said
corporation.  He is personally known to me or has produced identification and he
swore that the facts stated therein are true and correct.

                                             Sign Name:  /s/ GAIL G. BOLDEN
                                                         -----------------------
                                             Print Name:     Gail G. Bolden
                                                         -----------------------
My Commission Expires:  8/9/2002                             NOTARY PUBLIC
                                             Serial No (none, if blank):CC765907
                                                                        --------

                                                                 [NOTARIAL SEAL]
STATE OF FLORIDA     )
                     ) SS:
COUNTY OF MIAMI-DADE )

         The foregoing  instrument  was  acknowledged  before me this 1st day of
June,  1999,  by Howard L.  Flanders,  as  Corporate  Secretary  of All American
Semiconductor,  Inc., a Delaware corporation,  on behalf and as the act and deed
of said corporation. He is personally known to me or has produced identification
and he swore that the facts stated therein are true and correct.

                                             Sign Name:  /s/ GAIL G. BOLDEN
                                                         -----------------------
                                             Print Name:     Gail G. Bolden
                                                         -----------------------
My Commission Expires:  8/9/2002                             NOTARY PUBLIC
                                             Serial No (none, if blank):CC765907
                                                                        --------

                                                                 [NOTARIAL SEAL]

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