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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, 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 August 9,  1999,  3,973,431  shares  (including  32,141  shares  held by a
wholly-owned  subsidiary of the  Registrant) of the common stock of All American
Semiconductor,  Inc. were  outstanding,  which gives effect to the  one-for-five
reverse stock split effective as of June 1, 1999.


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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>      <C>                                                                     <C>
I                 FINANCIAL INFORMATION:

         1.       Financial Statements

                  Consolidated Condensed Balance Sheets at June 30, 1999
                    (Unaudited) and December 31, 1998.................................... 1

                  Consolidated Condensed Statements of Income for the Quarters
                    and Six Months Ended June 30, 1999 and 1998 (Unaudited).............. 2

                  Consolidated Condensed Statements of Cash Flows for the
                    Six Months Ended June 30, 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................................................ 6

         3.       Quantitative and Qualitative Disclosures about Market Risk............. 9


II                OTHER INFORMATION:

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

         6.       Exhibits and Reports on Form 8-K.......................................11

                  SIGNATURES.............................................................11
</TABLE>

                                             i

<PAGE>

<TABLE>
<CAPTION>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

                                                                    JUNE 30      DECEMBER 31
ASSETS                                                                 1999             1998
--------------------------------------------------------------------------------------------
                                                                (UNAUDITED)
<S>                                                           <C>              <C>
Current assets:
  Cash ....................................................   $     365,000    $     473,000
  Accounts receivable, less allowances for doubtful
    accounts of $1,777,000 and $1,412,000 .................      47,594,000       37,821,000
  Inventories .............................................      77,093,000       69,063,000
  Other current assets ....................................       2,476,000        2,574,000
                                                              -------------    -------------
    Total current assets ..................................     127,528,000      109,931,000
Property, plant and equipment - net .......................       4,276,000        4,506,000
Deposits and other assets .................................       3,256,000        3,458,000
Excess of cost over fair value of net assets acquired - net       1,034,000        1,062,000
                                                              -------------    -------------
                                                              $ 136,094,000    $ 118,957,000
                                                              =============    =============

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

Current liabilities:
  Current portion of long-term debt .......................   $     180,000    $     269,000
  Accounts payable and accrued expenses ...................      49,444,000       41,229,000
  Income taxes payable ....................................          30,000           56,000
  Other current liabilities ...............................         227,000          185,000
                                                              -------------    -------------
    Total current liabilities .............................      49,881,000       41,739,000
Long-term debt:
  Notes payable ...........................................      51,893,000       43,306,000
  Subordinated debt .......................................       6,154,000        6,187,000
  Other long-term debt ....................................       1,216,000        1,216,000
                                                              -------------    -------------
                                                                109,144,000       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, 3,973,431 shares issued and outstanding ...          40,000           40,000
  Capital in excess of par value ..........................      25,751,000       25,751,000
  Retained earnings .......................................       1,610,000        1,169,000
  Treasury stock, at cost, 36,060 shares ..................        (451,000)        (451,000)
                                                              -------------    -------------
                                                                 26,950,000       26,509,000
                                                              -------------    -------------
                                                              $ 136,094,000    $ 118,957,000
                                                              =============    =============

</TABLE>


See notes to consolidated condensed financial statements

                                             1

<PAGE>


<TABLE>
<CAPTION>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

                                             QUARTERS                         SIX MONTHS
PERIODS ENDED JUNE 30                 1999             1998             1999             1998
---------------------------------------------------------------------------------------------
<S>                          <C>              <C>              <C>              <C>
NET SALES .................. $  79,874,000    $  62,981,000    $ 150,523,000    $ 126,511,000
Cost of sales ..............   (64,602,000)     (48,426,000)    (121,612,000)     (97,846,000)
                             -------------    -------------    -------------    -------------
Gross profit ...............    15,272,000       14,555,000       28,911,000       28,665,000
Selling, general and
  administrative expenses...   (13,671,000)     (11,689,000)     (25,874,000)     (23,792,000)
                             -------------    -------------    -------------    -------------

INCOME FROM OPERATIONS .....     1,601,000        2,866,000        3,037,000        4,873,000
Interest expense ...........    (1,168,000)      (1,094,000)      (2,264,000)      (2,192,000)
                             -------------    -------------    -------------    -------------

INCOME BEFORE INCOME TAXES..       433,000        1,772,000          773,000        2,681,000
Income tax provision .......      (186,000)        (762,000)        (332,000)      (1,153,000)
                             -------------    -------------    -------------    -------------

NET INCOME ................. $     247,000    $   1,010,000    $     441,000    $   1,528,000
                             =============    =============    =============    =============

Earnings per share:
  Basic.....................        $  .06           $  .26           $  .11           $  .39
                                    ======           ======           ======           ======
  Diluted...................        $  .06           $  .25           $  .11           $  .38
                                    ======           ======           ======           ======

</TABLE>

See notes to consolidated condensed financial statements

                                              2
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


SIX MONTHS ENDED JUNE 30                                 1999           1998
----------------------------------------------------------------------------

Cash Flows Used For Operating Activities ........ $(8,266,000)   $  (162,000)
                                                  -----------    -----------

Cash Flows From Investing Activities:
Acquisition of property and equipment ...........    (264,000)      (189,000)
Increase in other assets ........................     (34,000)       (67,000)
                                                  -----------    -----------

    Cash flows used for investing activities ....    (298,000)      (256,000)
                                                  -----------    -----------

Cash Flows From Financing Activities:
Net borrowings under line of credit agreement ...   8,613,000        247,000
Repayments of notes payable .....................    (157,000)      (145,000)
                                                  -----------    -----------

    Cash flows provided by financing activities..   8,456,000        102,000
                                                  -----------    -----------

Decrease in cash ................................    (108,000)      (316,000)
Cash, beginning of period .......................     473,000        444,000
                                                  -----------    -----------

Cash, end of period ............................. $   365,000    $   128,000
                                                  ===========    ===========

Supplemental Cash Flow Information:
Interest paid ................................... $ 1,998,000    $ 2,040,000
                                                  ===========    ===========

Income taxes paid ............................... $   358,000    $ 1,111,000
                                                  ===========    ===========

See notes to consolidated condensed financial statements

                                       3
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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 June 30,  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.

All references to shares of common stock, $.01 par value ("Common Stock"), stock
options and exercise  prices per share and per share  amounts have been restated
to  reflect  the effect of the  Reverse  Stock  Split (see Note 5 below)  unless
otherwise indicated.

Earnings Per Share
------------------

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

<TABLE>
<CAPTION>
                                                QUARTERS                  SIX MONTHS
PERIODS ENDED JUNE 30                       1999         1998         1999         1998
---------------------------------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>
Basic..............................    3,937,371    3,936,719    3,937,371    3,936,719
Diluted............................    3,937,371    4,055,905    3,937,371    4,043,506
</TABLE>

2.   LONG-TERM DEBT

Outstanding borrowings at June 30, 1999 under the Company's $100 million line of
credit facility aggregated $51,876,000.

3.   OPTIONS

During the quarter  ended June 30,  1999,  no stock  options were granted by the
Company.  During the  quarter  ended  March 31,  1999,  the  Company  granted an
aggregate of 39,000 stock options to 30 individuals  pursuant to the Employees',
Officers',  Directors'  Stock Option Plan,  as amended and restated  (the "Stock
Option  Plan").  These  options have an exercise  price of $4.50 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 six months ended June 30, 1999,
48,600 stock  options  were  canceled at exercise  prices  ranging from $4.49 to
$11.55 per share.

At the Company's 1999 annual meeting of  shareholders  which was held on June 1,
1999, the  shareholders of the Company approved an amendment to the Stock Option
Plan increasing the number of shares of Common Stock reserved for issuance under
the Stock Option Plan to 900,000  shares and extending  its term and  expiration
date to April 18, 2009.

                                       4
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


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All stock  option and Stock  Option  Plan  amounts  above have been  adjusted to
reflect the Reverse Stock Split (as defined below).

4.   STOCK REPURCHASE PROGRAM

On May 24, 1999,  the Company  announced  that the Company's  Board of Directors
authorized the repurchase of up to $2 million in purchase price of the Company's
Common  Stock.  The stock  repurchases  may, at the  discretion of the Company's
management, be made from time to time at prevailing prices in the open market or
through privately  negotiated  transactions.  The Company's management will base
its  decision  on market  conditions,  the price of the  Common  Stock and other
factors. The Company intends to make such stock repurchases using available cash
flow from operations and/or available borrowings under its credit facility.  Any
shares  of  Common  Stock  repurchased  will  be  available  for  reissuance  in
connection  with the Stock Option Plan or for other  corporate  purposes.  As of
June 30, 1999, the Company had not repurchased any shares of its Common Stock.

5.   REVERSE STOCK SPLIT

On June 1, 1999,  the Company's  shareholders  approved a  one-for-five  reverse
stock split (the "Reverse Stock Split") of the Company's  outstanding  shares of
Common  Stock.  The Reverse  Stock  Split  became  effective  for trading in the
Company's new Common Stock as of Wednesday,  June 2, 1999. Immediately following
the  Reverse  Stock  Split,   there  were  3,973,431   shares  of  Common  Stock
outstanding.  The $.01 par value of the Common Stock remained the same after the
Reverse Stock Split.

6.   NASDAQ LISTING

On June 24, 1999, the Company was advised by the Nasdaq  Listing  Qualifications
department of The Nasdaq Stock Market (the "Nasdaq Listing Department") that the
Company  maintained a bid price in excess of the $1.00  minimum bid  requirement
under The Nasdaq Stock Market  rules for a minimum of ten  consecutive  business
days.  Accordingly,  the matter of maintaining a minimum bid price detailed in a
previous notification from the Nasdaq Listing Department was closed.

                                       5
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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
---------------------

The Company  achieved record net sales for the quarter and six months ended June
30, 1999 of $79.9  million and $150.5  million,  representing  a 26.8% and 19.0%
increase from net sales of $63.0 million and $126.5 million for the same periods
of 1998. The increases resulted from improved conditions in the industry as well
as from increased sales in most territories and contributions from two new sales
offices which were opened during the second quarter of 1999.

Gross  profit was $15.3  million and $28.9  million  for the second  quarter and
first six months of 1999,  compared to $14.6  million and $28.7  million for the
same periods of 1998. The increases were due to the increase in net sales. Gross
profit  margins as a percentage of net sales were 19.1% and 19.2% for the second
quarter and first six months of 1999  compared to 23.1% and 22.7% for the second
quarter  and first six months of 1998.  The  declines  in gross  profit  margins
reflect  increased  competition,  a greater  number of low margin,  large volume
transactions  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 $13.7 million for the
second quarter of 1999 compared to $11.7 million for the second quarter of 1998.
SG&A for the first half of 1999 was $25.9 million  compared to $23.8 million for
the first six months of 1998.  The  increases  were  primarily as a result of an
increase  in the  Company's  infrastructure  to support the  changing  needs and
additional  requirements  of  our  customers  and  increased  variable  expenses
associated  with the  increases in sales and gross  profit.  Furthermore,  in an
effort to drive  expansion and internal  growth,  the Company opened  additional
sales offices 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 17.1% and 17.2% for the second
quarter and six months  ended June 30,  1999,  from 18.6% and 18.8% for the same
periods of 1998.  The  improvement in SG&A as a percentage of sales reflects the
increase in net sales.

Income from operations was $1.6 million for the second quarter of 1999, compared
to $2.9  million for the second  quarter of 1998.  For the six months ended June
30, 1999, income from operations was $3.0 million,  compared to $4.9 million for
the same period of 1998. The decreases in income from operations were

                                       6
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
================================================================================

primarily  attributable  to the decreases in gross profit margins as well as the
increases in SG&A in absolute dollars as discussed above.

Interest  expense was $1.2 million and $2.3  million for the second  quarter and
first half of 1999,  compared  to $1.1  million  and $2.2  million  for the same
periods of 1998. The increases in interest  expense  primarily  resulted from an
increase in average  borrowings during the second quarter of 1999 to support the
growth in sales and the expanded infrastructure.

Net income was $247,000, or $.06 per share (diluted),  and $441,000, or $.11 per
share (diluted), for the quarter and six months ended June 30, 1999, compared to
$1.0 million,  or $.25 per share (diluted),  and $1.5 million, or $.38 per share
(diluted), for the same periods of 1998. The decreases in net income reflect the
decreases in gross profit  margins as well as the  increases in SG&A in absolute
dollars.

Liquidity and Capital Resources
-------------------------------

Working capital at June 30, 1999 increased to $77.6 million from working capital
of $68.2 million at December 31, 1998.  The current ratio was 2.56:1 at June 30,
1999,  as compared  to 2.63:1 at  December  31,  1998.  The  increase in working
capital was primarily due to increases in accounts  receivable and  inventories.
These  increases  more than offset an increase  in  accounts  payable.  Accounts
receivable  levels  at June  30,  1999  were  $47.6  million,  up from  accounts
receivable  of $37.8  million at December  31,  1998,  reflecting  significantly
increased  sales for June 1999 over December 1998.  Inventory  levels were $77.1
million at June 30, 1999, up from $69.1  million at December 31, 1998.  Accounts
payable and accrued expenses increased $8.2 million to $49.4 million at June 30,
1999 from $41.2  million at December 31, 1998.  The  increases in inventory  and
accounts  payable  reflect  increases in inventory  purchases to support  higher
sales.

On May 24, 1999,  the Company  announced  that the Company's  Board of Directors
authorized the repurchase of up to $2 million in purchase price of the Company's
Common Stock. The Company intends to make such stock repurchases using available
cash flow from operations and/or available borrowings under its credit facility.
Any shares of Common Stock  repurchased  will be  available  for  reissuance  in
connection  with  the  Stock  Option  Plan  or  for  other  corporate  purposes.
Subsequent to June 30, 1999, and through August 9, 1999, the Company repurchased
21,800 shares of its Common Stock at an average price of $3.95 per share.

At June 30, 1999,  outstanding  borrowings  under the Company's  credit facility
aggregated $51.9 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 has
completed the testing of its internal  systems and believes that its systems are
in  compliance  with Year 2000  requirements.  The Company has not  incurred any
material expenditures of funds or internal resources relating to such compliance
of its internal systems. 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

                                       7
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
================================================================================

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 amount and timing of shipments of  previously  booked  customer
orders,  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
customers,  the ability of the Company to open new sales offices in a timely and
cost-effective  manner and to expand  its  product  offerings  and  continue  to
enhance its service capabilities and the timing and cost thereof, 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, management of growth and
expenses,  the ability of the Company to generate the  expected  return from its
addition  of  people,  addition  of  sales  offices  and  the  increase  of  its
infrastructure,  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,  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,  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.

                                       8
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES
================================================================================

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.

                                       9
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION


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

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

(a)  On June 1, 1999, the Company held its 1999 annual  meeting of  shareholders
     (the "Annual Meeting").

(b)  One matter voted on at the Annual Meeting was the election of two directors
     of the  Company.  The two  nominees,  who were  existing  directors  of the
     Company and nominees of the Company's  Board of Directors,  were re-elected
     at the Annual  Meeting as directors of the  Company,  receiving  the number
     (not  reflecting  and prior to the Reverse  Stock Split) and  percentage of
     votes for election and  abstentions  as set forth next to their  respective
     names below:

     Nominee for Director       For                      Abstain
     --------------------       ----------               ---------
     Bruce M. Goldberg          17,332,632     91.6%     1,580,690      8.4%
     Howard L. Flanders         17,332,682     91.6%     1,580,640      8.4%

     The other directors  whose term of office as directors  continued after the
     Annual Meeting are Paul Goldberg,  Rick Gordon, Sheldon Lieberbaum,  S. Cye
     Mandel and Daniel M. Robbin.

(c)  The following four  additional  matters were  separately  voted upon at the
     Annual Meeting and each of the matters  received the votes (not  reflecting
     and prior to the  Reverse  Stock  Split) of the  holders  of the  number of
     shares of  Common  Stock  and in the case of all of the  proposals,  except
     proposal (1), the percentage of total votes cast by holders  represented in
     person or by proxy at the Annual Meeting, and, in the case of proposal (1),
     the  percentage of the total number of  outstanding  shares of Common Stock
     entitled  to notice of and to vote,  as of the  record  date for the Annual
     Meeting, as indicated below:

     (1) Proposal  to approve  an  amendment  to the  Company's  Certificate  of
         Incorporation  to  effect  the  Reverse  Stock  Split of the  Company's
         outstanding Common Stock
         For                17,166,620            87.2%
         Against             1,605,327             8.2%
         Abstain               141,375             0.7%

     (2) Proposal  to  approve  the  increase  in the number of shares of Common
         Stock reserved for issuance under the Company's Stock Option Plan
         For                 6,870,751            65.8%
         Against             3,448,496            33.0%
         Abstain               129,975             1.2%

     (3) Proposal to approve the  extension of the term and  expiration  date of
         the Stock Option Plan to April 18, 2009
         For                 7,745,269            71.3%
         Against             2,859,664            26.3%
         Abstain               260,917             2.4%

     (4) Proposal  to ratify the  selection  of Lazar  Levine & Felix LLP as the
         Company's  independent  public accountants for the year ending December
         31, 1999
         For                17,843,548            94.4%
         Against               874,422             4.6%
         Abstain               195,352             1.0%

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<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION


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

         There were  8,464,100  and  8,047,472  broker or nominee  non-votes for
         proposals (2) and (3) above, respectively.

(d)  Not applicable.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)       Exhibits
          --------

            3.1   Certificate of Amendment of Certificate of Incorporation dated
                  June 1, 1999 of the Company.

            4.1   Specimen  Certificate  of Common Stock (after giving effect to
                  Reverse Stock Split).

           10.1   Amended  and  Restated  All   American   Semiconductor,   Inc.
                  Employees',   Officers',  Directors'  Stock  Option  Plan  (as
                  amended through June 1, 1999).

           11.1   Statement Re:  Computation of Per Share Earnings (Unaudited).

           27.1   Financial Data Schedule.

(b)       Reports On Form 8-K
          -------------------

          A Current  Report on Form 8-K dated May 24,  1999 was filed on May 25,
          1999,  reporting in Item 5 thereof the  authorization by the Company's
          Board of Directors of the  repurchase  of up to $2 million in purchase
          price of the Company's Common Stock. On June 1, 1999, a Current Report
          on Form 8-K dated June 1, 1999, was filed  reporting in Item 5 thereof
          the  approval,  at the  Annual  Meeting  held on the same day,  of the
          Reverse  Stock  Split  which  became  effective  for  trading  in  the
          Company's Common Stock as of June 2, 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:  August 12, 1999         /s/ PAUL GOLDBERG
                               ------------------------------------------------
                               Paul Goldberg, Chairman of the Board
                               (Duly Authorized Officer)

Date:  August 12, 1999         /s/ HOWARD L. FLANDERS
                               ------------------------------------------------
                               Howard L. Flanders, Executive Vice President and
                               Chief Financial Officer
                               (Principal Financial and Accounting Officer)

                                       11