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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 MARCH 31, 1999

                         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 May 13,  1999,  19,866,906  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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<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

FORM 10-Q - INDEX



<TABLE>
<CAPTION>
Part     Item                                                                                   Page
No.      No.                                         Description                                 No.
----------------------------------------------------------------------------------------------------

<S>                                                                                                <C> 
I                 FINANCIAL INFORMATION:

         1.       Financial Statements

                  Consolidated Condensed Balance Sheets at March 31, 1999
                    (Unaudited) and December 31, 1998...........................................   1

                  Consolidated Condensed Statements of Income for the Quarters
                    Ended March 31, 1999 and 1998 (Unaudited)...................................   2

                  Consolidated Condensed Statements of Cash Flows for the
                    Quarters Ended March 31, 1999 and 1998 (Unaudited)..........................   3

                  Notes to Consolidated Condensed Financial Statements (Unaudited)..............   4

         2.       Management's Discussion and Analysis of Financial Condition and
                    Results of Operations.......................................................   5

         3.       Quantitative and Qualitative Disclosures about Market Risk....................   7


II                OTHER INFORMATION:

         2.       Changes in Securities and Use of Proceeds.....................................   8

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

                  SIGNATURES....................................................................   8

</TABLE>

                                                  i
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   MARCH 31      DECEMBER 31
ASSETS                                                                 1999             1998
--------------------------------------------------------------------------------------------
                                                                (UNAUDITED)
<S>                                                           <C>              <C>          
Current assets:
  Cash ....................................................   $     323,000    $     473,000
  Accounts receivable, less allowances for doubtful
    accounts of $1,605,000 and $1,412,000 .................      42,980,000       37,821,000
  Inventories .............................................      69,232,000       69,063,000
  Other current assets ....................................       2,659,000        2,574,000
                                                              -------------    -------------
    Total current assets ..................................     115,194,000      109,931,000
Property, plant and equipment - net .......................       4,406,000        4,506,000
Deposits and other assets .................................       3,464,000        3,458,000
Excess of cost over fair value of net assets acquired - net       1,041,000        1,062,000
                                                              -------------    -------------
                                                              $ 124,105,000    $ 118,957,000
                                                              =============    =============

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

Current liabilities:
  Current portion of long-term debt .......................   $     212,000    $     269,000
  Accounts payable and accrued expenses ...................      40,936,000       41,229,000
  Income taxes payable ....................................              --           56,000
  Other current liabilities ...............................         227,000          185,000
                                                              -------------    -------------
    Total current liabilities .............................      41,375,000       41,739,000
Long-term debt:
  Notes payable ...........................................      48,641,000       43,306,000
  Subordinated debt .......................................       6,170,000        6,187,000
  Other long-term debt ....................................       1,216,000        1,216,000
                                                              -------------    -------------
                                                                 97,402,000       92,448,000
                                                              -------------    -------------

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, 19,866,906 shares issued and outstanding ..         199,000          199,000
  Capital in excess of par value ..........................      25,592,000       25,592,000
  Retained earnings .......................................       1,363,000        1,169,000
  Treasury stock, at cost, 180,295 shares .................        (451,000)        (451,000)
                                                              -------------    -------------
                                                                 26,703,000       26,509,000
                                                              -------------    -------------
                                                              $ 124,105,000    $ 118,957,000
                                                              =============    =============
</TABLE>


See notes to consolidated condensed financial statements

                                            1

<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)


QUARTERS ENDED MARCH 31                                    1999            1998
-------------------------------------------------------------------------------

NET SALES ......................................   $ 70,649,000    $ 63,530,000
Cost of sales ..................................    (57,010,000)    (49,419,000)
                                                   ------------    ------------
Gross profit ...................................     13,639,000      14,111,000
Selling, general and administrative expenses ...    (12,203,000)    (12,104,000)
                                                   ------------    ------------

INCOME FROM OPERATIONS .........................      1,436,000       2,007,000
Interest expense ...............................     (1,096,000)     (1,098,000)
                                                   ------------    ------------

INCOME BEFORE INCOME TAXES .....................        340,000         909,000
Income tax provision ...........................       (146,000)       (391,000)
                                                   ------------    ------------

NET INCOME .....................................   $    194,000    $    518,000
                                                   ============    ============

Basic and diluted earnings per share ...........          $ .01           $ .03
                                                          =====           =====



See notes to consolidated condensed financial statements

                                       2
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


QUARTERS ENDED MARCH 31                                     1999           1998
-------------------------------------------------------------------------------

Cash Flows Used For Operating Activities .........   $(5,144,000)   $  (669,000)
                                                     -----------    -----------

Cash Flows From Investing Activities:
Acquisition of property and equipment ............      (144,000)       (40,000)
Increase in other assets .........................      (118,000)       (77,000)
                                                     -----------    -----------

    Cash flows used for investing activities .....      (262,000)      (117,000)
                                                     -----------    -----------

Cash Flows From Financing Activities:
Net borrowings under line of credit agreement ....     5,335,000        503,000
Repayments of notes payable ......................       (79,000)       (60,000)
                                                     -----------    -----------

    Cash flows provided by financing activities ..     5,256,000        443,000
                                                     -----------    -----------

Decrease in cash .................................      (150,000)      (343,000)
Cash, beginning of period ........................       473,000        444,000
                                                     -----------    -----------

Cash, end of period ..............................   $   323,000    $   101,000
                                                     ===========    ===========

Supplemental Cash Flow Information:
Interest paid ....................................   $   830,000    $   913,000
                                                     ===========    ===========

Income taxes paid ................................   $   237,000    $   479,000
                                                     ===========    ===========



See notes to consolidated condensed financial statements

                                       3
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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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 March 31,  1999,  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.

For a summary of significant  accounting  policies  (which have not changed from
December 31,  1998) and  additional  financial  information,  see the  Company's
Annual Report on Form 10-K for the year ended  December 31, 1998,  including the
consolidated  financial  statements  and notes  thereto  which should be read in
conjunction with these financial statements.

EARNINGS PER SHARE

The following  average shares were used for the computation of basic and diluted
earnings per share:

QUARTERS ENDED MARCH 31                              1999                   1998
--------------------------------------------------------------------------------

Basic ............................             19,686,611             19,683,600
Diluted ..........................             19,686,611             20,146,069

2.       LONG-TERM DEBT

Outstanding  borrowings at March 31, 1999 under the Company's  $100 million line
of credit facility aggregated $48,598,000.

3.       OPTIONS

During the quarter  ended March 31,  1999,  the Company  granted an aggregate of
195,000 stock options to 30 individuals  pursuant to the Employees',  Officers',
Directors'  Stock Option Plan,  as  previously  amended and restated (the "Stock
Option  Plan").  These  options  have an exercise  price of $.90 per share (fair
market  value  at date of  grant)  and  vest  over a  five-year  period  and are
exercisable  over a six-year  period.  During the quarter  ended March 31, 1999,
118,000  stock options were  canceled at exercise  prices  ranging from $1.00 to
$1.44 per share.

                                       4
<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,   networking,   satellite  and
communications  products,  consumer  goods,  robotics and industrial  equipment,
defense and aerospace  equipment and medical  instrumentation.  The Company also
sells products to contract  electronics  manufacturers who manufacture  products
for  companies in all  electronics  industry  segments.  Through the Aved Memory
Products  and  Aved  Display  Technologies  divisions  of its  subsidiary,  Aved
Industries,  Inc., 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.

RESULTS OF OPERATIONS

Net sales for the first  quarter of 1999 reached a new record at $70.6  million,
up 11.2%  from net  sales of $63.5  million  for the same  period  of 1998.  The
increase in sales reflects  increased  sales in most  territories as the Company
has refocused its efforts on internal  growth after the negative impact from the
failed merger in 1998.

Gross profit was $13.6  million for the first  quarter of 1999 compared to $14.1
million for the 1998 period.  The decrease in gross profit was  attributable  to
the decline in gross profit  margins  which more than offset the increase in net
sales.  Gross  profit  margins as a  percentage  of net sales were 19.3% for the
first three  months of 1999  compared to 22.2% for the same period of 1998.  The
decline in gross profit margins reflects increased competition, a greater number
of low margin,  large volume  transactions during the first quarter of 1999 than
in the first quarter of 1998 and continued changes in the Company's product mix.
In  addition,  the  Company  has  experienced  lower  margins  relating  to  the
development  of  long-term  strategic  relationships  with  accounts  which have
required  aggressive  pricing programs.  Management expects downward pressure on
gross profit margins to continue in the future.

Selling,  general and administrative expenses ("SG&A") was $12.2 million for the
first  quarter of 1999  compared to $12.1 million for the first quarter of 1998.
Despite a reduction in variable  expenses  associated  with the decline in gross
profit,  SG&A for the 1999 period  increased  slightly over 1998  primarily as a
result of an increase in the Company's  infrastructure to support the additional
needs and requirements of our customers. Furthermore, in an effort to once again
drive  expansion  and  internal  growth,  the Company  opened a new sales office
during the second quarter of 1998,  opened two  additional  sales offices during
the second quarter of 1999 and increased its management  personnel  during 1999.
Due to these  factors,  the Company  expects  that SG&A will  increase in future
periods.

SG&A as a percentage of net sales  improved to 17.3% for the quarter ended March
31, 1999, compared to 19.1% for the same period of 1998. The improvement in SG&A
as a percentage of sales reflects the increase in net sales.

Income from  operations  was $1.4 million for the first quarter of 1999 compared
to $2.0 million for the first quarter of 1998. Net income was $194,000 ($.01 per
share) for the quarter  ended  March 31,  1999,  compared to $518,000  ($.03 per
share) for the same period of 1998. The decreases in income from  operations and
net income were primarily  attributable  to the decrease in gross profit margins
discussed above.

                                       5
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Working  capital at March 31,  1999  increased  to $73.8  million  from  working
capital of $68.2  million at December 31, 1998.  The current  ratio  improved to
2.78:1 at March 31, 1999, compared to 2.63:1 at December 31, 1998. The increases
in working capital and in the current ratio were due primarily to an increase in
accounts  receivable.  Accounts  receivable  levels at March 31, 1999 were $43.0
million,  up from  accounts  receivable  of $37.8  million at December 31, 1998,
reflecting increased sales for March 1999 over December 1998.

At March 31, 1999,  outstanding  borrowings  under the Company's  line of credit
facility aggregated $48.6 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.

YEAR 2000 ISSUE

The Company has evaluated its business  information  technology  (IT) systems as
well as its non-IT  systems  and has  surveyed  its major  vendors.  The Company
currently  believes that its internal  systems are in compliance  with Year 2000
requirements or, to the extent any further required modifications are necessary,
will comply with Year 2000 requirements  without material  expenditures of funds
or internal  resources.  Based upon the survey of the Company's major suppliers,
the Company currently believes that Year 2000 issues of its suppliers should not
have  a  material  adverse  effect  on the  Company's  business,  operations  or
financial  condition.   Nevertheless,   to  the  extent  the  Company's  vendors
(particularly its major vendors) experience Year 2000 difficulties,  the Company
may face delays in  obtaining or even be unable to obtain  certain  products and
services and therefore may be unable to make shipments to customers resulting in
a material  adverse effect on the Company's  business,  operations and financial
condition. The Company has not surveyed its customers and on a limited basis has
surveyed certain other third parties with which it has a business  relationship.
As  no  assessment  has  been  made  of  any  potential   impact  by  customers'
non-compliance  (such as the ability of  customers to  electronically  interface
with the  Company),  the  Company  does not have a cost  estimate to address any
non-compliance  by these  customers  nor can any  assurance  be given  that such
non-compliance  will not result in a material  adverse  effect on the  Company's
business,  operations and financial condition. The Company has not undertaken an
analysis  (nor does it  currently  intend to analyze) the effect of a worst-case
Year 2000 scenario on the Company's business,  operations or financial condition
and,  accordingly,  the materiality of such effect (if any) is uncertain and the
Company does not have a contingency plan and currently does not intend to create
one.

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 and beliefs  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,"  "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.  Factors  that  could  adversely  affect  the
Company's  future  results,   performance  or  achievements   include,   without
limitation,   the   effectiveness  of  the  Company's   business  and  marketing
strategies,  timing of delivery of products from suppliers, price increases from
suppliers that cannot be passed on to the Company's  customers at the same rate,
the product mix sold by the Company, the Company's development of new customers,
existing customer demand as well as the level of demand for products of its

                                       6
<PAGE>

customers,  utilization  by the  Company  of excess  capacity,  availability  of
products  from and the  establishment  and  maintenance  of  relationships  with
suppliers,  price  erosion in and price  competition  for  products  sold by the
Company,  the  ability of the  Company to enter or expand new market  areas in a
cost  effective  manner,  the  ability  of the  Company  to expand  its  product
offerings and to continue to enhance its service capabilities and the timing and
cost  thereof,  the ability of the Company to open new  branches in a timely and
cost-effective  manner,  the availability of acquisition  opportunities  and the
associated  costs,  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,  including  decreasing margins relating to the
Company  being  required  to  have  aggressive   pricing   programs,   increased
competition from third party logistics  companies and e-brokers  through the use
of the Internet as well as from its traditional  competitors,  availability  and
terms  of  financing  to  fund  capital  needs,  the  continued  enhancement  of
telecommunication,  computer and information  systems and the cost thereof,  the
achievement by the Company and its vendors and customers and other third parties
with which the Company has a business  relationship of Year 2000 compliance in a
timely and cost efficient  manner,  the continued and anticipated  growth of the
electronics industry and electronic components distribution industry, the impact
on certain of the  Company's  suppliers  and  customers of economic or financial
turbulence in off-shore economies and/or financial markets, change in government
tariffs or duties, currency fluctuations,  a change in interest rates, the state
of the general economy,  the success of the Company in avoiding the delisting of
its common stock from The Nasdaq Stock  Market,  and the other risks and factors
detailed in this Form 10-Q, in the Company's  other filings with the  Securities
and Exchange Commission and in its press releases. 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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's Credit Facility bears interest based on interest rates tied to the
prime or LIBOR rate,  either of which may fluctuate  over time based on economic
conditions.  As a result,  the  Company is subject to market risk for changes in
interest  rates  and could be  subjected  to  increased  or  decreased  interest
payments if market interest rates fluctuate.  If market interest rates increase,
the  impact  may have a  material  adverse  effect  on the  Company's  financial
results.

                                       7
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION
================================================================================

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)       SALES OF UNREGISTERED SECURITIES

          The Company has not issued or sold any unregistered  securities during
          the  quarter  ended  March 31,  1999,  except  that,  pursuant  to the
          Company's  Employees',  Officers',  Directors'  Stock Option Plan,  as
          previously amended and restated,  the Company granted stock options to
          30  individuals  during the quarter  ended March 31, 1999, to purchase
          195,000  shares of the Company's  common stock at an exercise price of
          $.90 per share. The stock options vest over a five-year period and are
          exercisable  over a six-year  period.  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.  See  Note 3 to Notes  to  Consolidated  Condensed
          Financial Statements (Unaudited).

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 March 31, 1999.


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


                                   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:  May 17, 1999      /s/ PAUL GOLDBERG                                      
                         ----------------------------------------------------
                             Paul Goldberg, Chairman of the Board
                             (Duly Authorized Officer)

Date:  May 17, 1999      /s/ HOWARD L. FLANDERS                                 
                         ----------------------------------------------------
                             Howard L. Flanders, Executive Vice President and
                             Chief Financial Officer
                             (Principal Financial and Accounting Officer)

                                       8