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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 SEPTEMBER 30, 1998

                         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 November 11, 1998,  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>
<TABLE>
<CAPTION>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

FORM 10-Q - INDEX


Part     Item                                                                                Page
No.      No.                               Description                                       No.
-------------------------------------------------------------------------------------------------
<S>               <C>                                                                           <C>

I                 FINANCIAL INFORMATION:

         1.       Financial Statements

                  Consolidated Condensed Balance Sheets at September 30, 1998
                    (Unaudited) and December 31, 1997........................................   1

                  Consolidated Condensed Statements of Income for the Quarters
                    and Nine Months Ended September 30, 1998 and 1997 (Unaudited)............   2

                  Consolidated Condensed Statements of Cash Flows for the
                    Nine Months Ended September 30, 1998 and 1997 (Unaudited)................   3

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

         2.       Management's Discussion and Analysis of Financial Condition and
                    Results of Operations....................................................   6


II                OTHER INFORMATION:

         6.       Exhibits and Reports on Form 8-K...........................................   9

                  SIGNATURES.................................................................   9
</TABLE>


                                                 i
<PAGE>
<TABLE>
<CAPTION>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

                                                                                SEPTEMBER 30           DECEMBER 31
ASSETS                                                                                  1998                  1997
------------------------------------------------------------------------------------------------------------------
                                                                                  (UNAUDITED)
<S>                                                                          <C>                   <C>            
Current assets:
  Cash  ..............................................................       $       101,000       $       444,000
  Accounts receivable, less allowances for doubtful
    accounts of $1,201,000 and $1,166,000.............................            32,170,000            32,897,000
  Inventories.........................................................            64,709,000            67,909,000
  Other current assets................................................             2,648,000             2,074,000
                                                                             ---------------       ---------------
    Total current assets..............................................            99,628,000           103,324,000
Property, plant and equipment - net...................................             4,538,000             4,779,000
Deposits and other assets.............................................             3,050,000             3,157,000
Excess of cost over fair value of net assets acquired - net...........             1,076,000             1,026,000
                                                                             ---------------       ---------------
                                                                             $   108,292,000       $   112,286,000
                                                                             ===============       ===============

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

Current liabilities:
  Current portion of long-term debt...................................       $       315,000       $       304,000
  Accounts payable and accrued expenses...............................            32,053,000            39,154,000
  Income taxes payable................................................               556,000               389,000
  Other current liabilities...........................................               141,000               169,000
                                                                             ---------------       ---------------
    Total current liabilities.........................................            33,065,000            40,016,000
Long-term debt:
  Notes payable.......................................................            40,282,000            39,084,000
  Subordinated debt...................................................             6,209,000             6,293,000
  Other long-term debt................................................             1,220,000             1,219,000
                                                                             ---------------       ---------------
                                                                                  80,776,000            86,612,000
                                                                             ---------------       ---------------

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 and 20,353,894 shares issued,
    19,866,906 and 19,863,895 shares outstanding......................               199,000               199,000
  Capital in excess of par value......................................            25,592,000            25,588,000
  Retained earnings...................................................             2,176,000               338,000
  Treasury stock, at cost, 180,295 shares.............................              (451,000)             (451,000)
                                                                             ---------------       ---------------
                                                                                  27,516,000            25,674,000
                                                                             ---------------       ---------------
                                                                             $   108,292,000       $   112,286,000
                                                                             ===============       ===============
</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                           NINE MONTHS
PERIODS ENDED SEPTEMBER 30                               1998              1997              1998             1997
------------------------------------------------------------------------------------------------------------------

<S>                                           <C>               <C>               <C>              <C>            
NET SALES..................................   $    59,027,000   $    69,771,000   $   185,538,000  $   200,141,000
Cost of sales..............................       (45,896,000)      (54,453,000)     (143,742,000)    (155,487,000)
                                              ---------------   ---------------   ---------------  ---------------
Gross profit...............................        13,131,000        15,318,000        41,796,000       44,654,000
Selling, general and
  administrative expenses..................       (11,516,000)      (12,142,000)      (35,308,000)     (37,401,000)
                                              ---------------   ---------------   ---------------  ---------------

INCOME FROM OPERATIONS.....................         1,615,000         3,176,000         6,488,000        7,253,000
Interest expense...........................        (1,071,000)       (1,199,000)       (3,263,000)      (3,655,000)
                                              ---------------   ---------------   ---------------  ---------------

INCOME BEFORE INCOME TAXES.................           544,000         1,977,000         3,225,000        3,598,000
Income tax provision.......................          (234,000)         (850,000)       (1,387,000)      (1,547,000)
                                              ---------------   ---------------   ---------------  ---------------

NET INCOME.................................   $       310,000   $     1,127,000   $     1,838,000  $     2,051,000
                                              ===============   ===============   ===============  ===============

Earnings per share:
  Basic and diluted........................            $  .02            $  .06            $  .09           $  .10
                                                       ======            ======            ======           ======
</TABLE>



See notes to consolidated condensed financial statements

                                                         2
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<TABLE>
<CAPTION>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


NINE MONTHS ENDED SEPTEMBER 30                                                          1998                  1997
------------------------------------------------------------------------------------------------------------------

<S>                                                                            <C>                  <C>           
Cash Flows Provided By (Used For) Operating Activities................         $    (707,000)       $    6,262,000
                                                                               -------------        --------------

Cash Flows From Investing Activities:
Acquisition of property and equipment.................................              (326,000)             (186,000)
Increase in other assets..............................................              (295,000)              (83,000)
                                                                               -------------        --------------

      Cash flows used for investing activities........................              (621,000)             (269,000)
                                                                               -------------        --------------

Cash Flows From Financing Activities:
Net borrowings (repayments) under line of credit agreement............             1,229,000            (6,184,000)
Increase in notes payable.............................................                14,000                     -
Repayments of notes payable...........................................              (262,000)             (214,000)
Net proceeds from issuance of equity securities.......................                 4,000                15,000
                                                                               -------------        --------------

      Cash flows provided by (used for) financing activities..........               985,000            (6,383,000)
                                                                               -------------        --------------

Decrease in cash......................................................              (343,000)             (390,000)
Cash, beginning of period.............................................               444,000               525,000
                                                                               -------------        --------------

Cash, end of period...................................................         $     101,000        $      135,000
                                                                               =============        ==============

Supplemental Cash Flow Information:
Interest paid.........................................................         $   3,170,000        $    3,970,000
                                                                               =============        ==============

Income taxes paid - net...............................................         $   1,223,000        $      115,000
                                                                               =============        ==============
</TABLE>



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 September 30, 1998,  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,  1997) and  additional  financial  information,  see the  Company's
Annual Report on Form 10-K for the year ended  December 31, 1997,  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:
<TABLE>
<CAPTION>

                                           QUARTERS                     NINE MONTHS
PERIODS ENDED SEPTEMBER 30           1998            1997            1998           1997
----------------------------------------------------------------------------------------
<S>                           <C>             <C>             <C>            <C>       
Basic........................  19,686,611      19,673,600      19,684,604     19,670,859
Diluted......................  20,072,481      19,860,937      20,126,049     19,706,939
</TABLE>

2.   LONG-TERM DEBT

Outstanding  borrowings at September  30, 1998 under the Company's  $100 million
line of credit  facility  aggregated  $40,229,000.  In July 1998,  the Company's
credit facility was amended whereby certain financial covenants were modified.

3.   OPTIONS

During the quarters  ended June 30 and September 30, 1998, no stock options were
granted by the Company.  During the quarter  ended March 31,  1998,  the Company
granted an aggregate of 195,000 stock options to 31 individuals  pursuant to the
Employees',  Officers',  Directors' Stock Option Plan, as previously amended and
restated.  These options have an exercise price of $1.44 per share (market value
at date of grant) and generally vest over a five-year period and are exercisable
over a six-year  period.  During the nine months ended September 30, 1998, 3,011
stock options were exercised at prices ranging from $1.07 to $1.24 per share and
66,250 stock  options  were  canceled at exercise  prices  ranging from $1.00 to
$1.44 per share.

4.   ACQUISITIONS

In  connection  with the  December 29, 1995  acquisitions  of all of the capital
stock of Added Value Electronics Distribution, Inc. and A.V.E.D.-Rocky Mountain,
Inc. (collectively the "Added Value Companies"),  the Company paid approximately
$107,000 of additional  consideration to certain of the selling  stockholders of
the  Added  Value  Companies  since  the  aggregate  value of the  shares of the

                                       4
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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


Company's  common stock issued to these  individuals  did not, by June 30, 1998,
appreciate  in the  aggregate  by  $107,000.  The  additional  consideration  is
included  in  excess  of cost  over fair  value of net  assets  acquired  in the
accompanying  Consolidated Condensed Balance Sheet as of September 30, 1998. The
Company  has not  included  in  excess of cost  over  fair  value of net  assets
acquired  as  of  September  30,  1998  approximately   $159,000  of  additional
consideration that would have been payable to another selling stockholder of the
Added Value Companies since such  additional  consideration  has been applied by
the Company to partially  satisfy  certain claims alleged by the Company against
such selling  stockholder arising with respect to the transaction with the Added
Value Companies.

5.   MERGER TERMINATION

In June 1998,  the Company  signed a letter of intent with Reptron  Electronics,
Inc. ("Reptron") regarding the merger of Reptron's distribution  operations with
the  Company  (the  "Merger").  Subsequent  to the balance  sheet  date,  Merger
negotiations between the Company and Reptron were terminated.

                                       5

<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. 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 quarter and nine months  ended  September  30, 1998 were $59.0
million and $185.5  million,  representing  a 15.4% and 7.3%  decrease  from net
sales of $69.8  million  and $200.1  million for the same  periods of 1997.  The
decreases in net sales were  attributable to market conditions and the continued
decline in unit  prices on certain  products as well as the  negative  impact of
the distractions caused by a proposed merger which did not occur.

Gross profit was $13.1 million and $41.8 million for the third quarter and first
nine months of 1998,  compared to $15.3  million and $44.7  million for the same
periods of 1997.  The  decreases  were due to the  decrease in net sales.  Gross
profit  margins as a percentage  of net sales were 22.2% and 22.5% for the third
quarter and first nine months of 1998  compared to 22.0% and 22.3% for the third
quarter and first nine months of 1997.  Management  expects downward pressure on
gross profit margins in the future.

Selling,  general and administrative expenses ("SG&A") was $11.5 million for the
third  quarter of 1998  compared to $12.1 million for the third quarter of 1997.
SG&A for the  first  nine  months of 1998 was $35.3  million  compared  to $37.4
million for the first nine months of 1997.  The decreases  reflect the continued
benefits of the Company's expense control programs.  SG&A as a percentage of net
sales  increased to 19.5% and 19.0% for the third  quarter and nine months ended
September  30,  1998,  from 17.4% and 18.7% for the same  periods  of 1997.  The
increases  in SG&A as a  percentage  of net  sales  reflect  the  impact  of the
reduction  in net  sales  discussed  above.  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 and greater economies of scale in the
future if the Company succeeds in increasing its sales volume.  SG&A in absolute
dollars and as a percentage of sales may increase in the near term.

Income from  operations  was $1.6 million and $6.5 million for the third quarter
and first nine months of 1998, compared to $3.2 million and $7.3 million for the
same periods of 1997. The decreases in income from operations were  attributable
to the  decreases in net sales which more than offset the benefits  derived from
the Company's cost control programs.

Interest  expense was $1.1  million and $3.3  million for the third  quarter and
first nine months of 1998,  as compared to $1.2 million and $3.7 million for the
same periods of 1997. The decreases in interest expense

                                       6
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

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

for the third  quarter  and first nine  months of 1998 as  compared  to the 1997
periods  resulted  from lower  average  borrowings  as well as a decrease in the
Company's borrowing rate.

Net income was $310,000  ($.02 per share) and $1.8 million  ($.09 per share) for
the quarter and nine months ended  September 30, 1998,  compared to $1.1 million
($.06 per share) and $2.1 million ($.10 per share) for the same periods of 1997.
The  decrease in earnings  reflects  the  reduction in net sales which more than
offset the  reduction  in SG&A in absolute  dollars and the decrease in interest
expense.

LIQUIDITY AND CAPITAL RESOURCES

Working  capital at September  30, 1998  increased to $66.6 million from working
capital of $63.3  million at December 31, 1997.  The current ratio was 3.01:1 at
September 30, 1998, as compared to 2.58:1 at December 31, 1997. The increases in
working  capital and the current  ratio were  primarily  due to the decreases in
accounts  payable and accrued expenses which were partially offset by a decrease
in  inventory.  Accounts  receivable  levels at  September  30,  1998 were $32.2
million, down slightly from accounts receivable of $32.9 million at December 31,
1997,  reflecting  a decrease in the rate of sales  during the third  quarter of
1998 compared to the last quarter of 1997.  Inventory  declined to $64.7 million
at September 30, 1998 from $67.9 million at December 31, 1997.  Accounts payable
and accrued expenses decreased to $32.1 million at September 30, 1998 from $39.2
million at December 31, 1997.  The decreases in inventory  and accounts  payable
reflect a reduction in inventory purchases.

During the first quarter of 1998, as a result of the Company  satisfying certain
conditions,  the Company's  borrowing rate under its line of credit facility was
decreased by one-quarter of one percent (.25%).  Additionally,  during the third
quarter of 1998,  the  Company's  credit  facility was amended  whereby  certain
financial covenants were modified. At September 30, 1998, outstanding borrowings
under this facility aggregated $40.2 million.

In June 1998,  the Company  signed a letter of intent with Reptron  Electronics,
Inc. ("Reptron") regarding the merger of Reptron's distribution  operations with
the Company (the "Merger").  In October 1998,  Merger  negotiations  between the
Company and Reptron were terminated.

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.

STATE OF READINESS AND COSTS TO ADDRESS 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 or other third  parties
with which it has a business relationship. As no

                                       7
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

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

assessment  has been made of any  potential  impact by customers' or other third
parties'  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 third parties 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, 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,
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, 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, 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, a change in interest rates, the
state of the general  economy,  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.


                                       8

<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION

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


ITEM 6.  Exhibits and Reports on Form 8-K

(a)      EXHIBITS

         10.1     Second  Amendment to Employment  Agreement  dated as of August
                  21, 1998, between the Company and Paul Goldberg.

         10.2     First Amendment to Employment Agreement dated as of August 21,
                  1998, between the Company and Bruce M. Goldberg.

         10.3     First Amendment to Employment Agreement dated as of August 21,
                  1998, between the Company and Howard L. Flanders.

         10.4     First Amendment to Employment Agreement dated as of August 21,
                  1998, between the Company and Rick Gordon.

         10.5     Mortgage  Deed  dated  August  21,  1998,  by  Bruce  Mitchell
                  Goldberg and Jayne Ellen Goldberg in favor of the Company.

         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 September 30, 1998.


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


                                   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:  November 13, 1998       /s/ PAUL GOLDBERG
                               -------------------------------------------------
                               Paul Goldberg, Chairman of the Board
                               (Duly Authorized Officer)

Date:  November 13, 1998       /s/ HOWARD L. FLANDERS
                               -------------------------------------------------
                               Howard L. Flanders, Executive Vice President and
                               Chief Financial Officer
                               (Principal Financial and Accounting Officer)

                                       9