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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, 2000

                         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 8, 2000, 3,996,131 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.

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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

FORM 10-Q - INDEX

PART   ITEM                                                                PAGE
NO.    NO.    DESCRIPTION                                                   NO.
--------------------------------------------------------------------------------
I             FINANCIAL INFORMATION:

       1.     Financial Statements

              Consolidated Condensed Balance Sheets at March 31, 2000
                (Unaudited) and December 31, 1999..........................  1

              Consolidated Condensed Statements of Income for the Quarters
                Ended March 31, 2000 and 1999 (Unaudited)..................  2

              Consolidated Condensed Statements of Cash Flows for the
                Quarters Ended March 31, 2000 and 1999 (Unaudited).........  3

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

              Independent Accountants' Review Report.......................  5

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

       3.     Quantitative and Qualitative Disclosures about Market Risk...  8


II            OTHER INFORMATION:

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

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

              SIGNATURES...................................................  9


                                       i
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                    March 31      December 31
ASSETS                                                                  2000             1999
---------------------------------------------------------------------------------------------
                                                                 (UNAUDITED)
<S>                                                             <C>              <C>
Current assets:
  Cash ......................................................   $     355,000   $     173,000
  Accounts receivable, less allowances for doubtful
    accounts of $2,208,000 and $1,987,000 ...................      63,106,000      53,202,000
  Inventories ...............................................      81,364,000      85,260,000
  Other current assets ......................................       3,888,000       4,637,000
                                                                -------------   -------------
    Total current assets ....................................     148,713,000     143,272,000
Property, plant and equipment - net .........................       4,415,000       4,482,000
Deposits and other assets ...................................       2,941,000       2,741,000
Excess of cost over fair value of net assets acquired - net .         992,000       1,006,000
                                                                -------------   -------------
                                                                $ 157,061,000   $ 151,501,000
                                                                =============   =============

LIABILITIES AND SHAREHOLDERS' EQUITY
---------------------------------------------------------------------------------------------
Current liabilities:
  Current portion of long-term debt .........................   $     261,000   $     273,000
  Accounts payable and accrued expenses .....................      54,267,000      51,584,000
  Income taxes payable ......................................         125,000              --
  Other current liabilities .................................         264,000         198,000
                                                                -------------   -------------
    Total current liabilities ...............................      54,917,000      52,055,000
Long-term debt:
  Notes payable .............................................      65,698,000      64,298,000
  Subordinated debt .........................................       6,075,000       6,089,000
  Other long-term debt ......................................       1,207,000       1,207,000
                                                                -------------   -------------
                                                                  127,897,000     123,649,000
                                                                -------------   -------------

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,
    3,996,131 and 3,973,431 shares issued and outstanding ...          40,000          40,000
  Capital in excess of par value ............................      25,881,000      25,751,000
  Retained earnings .........................................       4,178,000       2,968,000
  Treasury stock, at cost, 183,246 and 174,646 shares .......        (935,000)       (907,000)
                                                                -------------   -------------
                                                                   29,164,000      27,852,000
                                                                -------------   -------------
                                                                $ 157,061,000   $ 151,501,000
                                                                =============   =============
</TABLE>

See notes to consolidated condensed financial statements

                                       1
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)


QUARTERS ENDED MARCH 31                                   2000             1999
-------------------------------------------------------------------------------

NET SALES ....................................   $ 107,273,000    $  70,649,000
Cost of sales ................................     (85,832,000)     (57,010,000)
                                                 -------------    -------------
Gross profit .................................      21,441,000       13,639,000
Selling, general and administrative expenses .     (17,659,000)     (12,203,000)
                                                 -------------    -------------

INCOME FROM OPERATIONS .......................       3,782,000        1,436,000
Interest expense .............................      (1,657,000)      (1,096,000)
                                                 -------------    -------------

INCOME BEFORE INCOME TAXES ...................       2,125,000          340,000
Income tax provision .........................        (915,000)        (146,000)
                                                 -------------    -------------

NET INCOME ...................................   $   1,210,000    $     194,000
                                                 =============    =============

Earnings per share:
   Basic .....................................            $.32             $.05
                                                          ====             ====
   Diluted ...................................            $.30             $.05
                                                          ====             ====

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)


QUARTERS ENDED MARCH 31                                     2000           1999
-------------------------------------------------------------------------------

Cash Flows Used For Operating Activities .........   $  (732,000)   $(5,144,000)
                                                     -----------    -----------

Cash Flows From Investing Activities:
Acquisition of property and equipment ............      (254,000)      (144,000)
Increase in other assets .........................      (306,000)      (118,000)
                                                     -----------    -----------

    Cash flows used for investing activities .....      (560,000)      (262,000)
                                                     -----------    -----------

Cash Flows From Financing Activities:
Net borrowings under line of credit agreement ....     1,441,000      5,335,000
Repayments of notes payable ......................       (69,000)       (79,000)
Purchase of treasury shares ......................       (28,000)            --
Net proceeds from issuance of equity securities ..       130,000             --
                                                     -----------    -----------

    Cash flows provided by financing activities ..     1,474,000      5,256,000
                                                     -----------    -----------

Increase (decrease) in cash ......................       182,000       (150,000)
Cash, beginning of period ........................       173,000        473,000
                                                     -----------    -----------

Cash, end of period ..............................   $   355,000    $   323,000
                                                     ===========    ===========

Supplemental Cash Flow Information:
Interest paid ....................................   $   633,000    $   830,000
                                                     ===========    ===========

Income taxes paid ................................   $    11,000    $   237,000
                                                     ===========    ===========


See notes to consolidated condensed financial statements

                                       3
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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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, which have been reviewed by our independent accountants,
include all adjustments (consisting of normal recurring accruals or adjustments
only) necessary to present fairly the financial position at March 31, 2000, 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, 1999) and additional financial information, see the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, 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, stock options and exercise prices per
share and per share amounts have been restated to reflect the effect of a
one-for-five reverse stock split which became effective in 1999.

EARNINGS PER SHARE

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

QUARTERS ENDED MARCH 31                                  2000              1999
-------------------------------------------------------------------------------

Basic.........................................      3,801,969         3,937,371
Diluted.......................................      3,995,056         3,937,371

2.   LONG-TERM DEBT

Outstanding borrowings at March 31, 2000 under the Company's $100 million line
of credit facility aggregated $65,415,000.

3.   OPTIONS

During the quarter ended March 31, 2000, the Company granted an aggregate of
1,200 stock options to four 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 $3.93 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, 2000,
22,700 stock options were exercised at exercise prices ranging from $4.49 to
$10.63 per share and 16,000 stock options were canceled at exercise prices
ranging from $3.27 to $7.20 per share.

4.   STOCK REPURCHASE PROGRAM

During the quarter ended March 31, 2000, the Company repurchased 8,600 shares of
its common stock at an average price of $3.18 per share. The aggregate cost of
repurchased shares is included in treasury stock on the Consolidated Condensed
Balance Sheet.

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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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INDEPENDENT ACCOUNTANTS' REVIEW REPORT

We have reviewed the accompanying consolidated condensed balance sheet of All
American Semiconductor, Inc. and subsidiaries as of March 31, 2000 and the
related consolidated condensed statements of income and cash flows for the
three-month period ended March 31, 2000. These consolidated condensed financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.

/s/ LAZAR LEVINE & FELIX LLP
----------------------------------
LAZAR LEVINE & FELIX LLP
New York, New York
May 5, 2000

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, wireless and
other communications products; Internet infrastructure and appliances; 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. The Company also designs and has manufactured certain board level
products including memory modules and flat panel display driver boards, both of
which are sold to OEMs.

RESULTS OF OPERATIONS

Net sales for the first quarter of 2000 reached a new record at $107.3 million,
an increase of 51.8% from net sales of $70.6 million for the same period of
1999. The substantial increase in sales 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 increased to $21.4 million for the first quarter of 2000 up over
57% from $13.6 million for the 1999 period. This significant increase was
primarily attributable to the increase in net sales. Gross profit margins as a
percentage of net sales were 20.0% for the first three months of 2000 compared
to 19.3% for the same period of 1999. The slight improvement in gross profit
margins reflects a tightening of supply for certain products. Although gross
profit margins have improved slightly, the Company continues to

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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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experience lower margins relating to the development of long-term strategic
relationships with accounts which have required aggressive pricing programs.
Management is unsure whether gross profit margins will continue to improve or
possibly decline.

Selling, general and administrative expenses ("SG&A") was $17.7 million for the
first quarter of 2000 compared to $12.2 million for the first quarter of 1999.
The increase in SG&A was primarily a result of an increase in the Company's
infrastructure to support the changing needs and additional requirements of its
customers and increased variable expenses associated with the increases in sales
and gross profit. Furthermore, in an effort to continue to drive expansion and
internal growth, the Company has increased and enhanced its management team and
expanded its sales force in almost every location since early 1999. Due to these
factors, the Company expects that SG&A will continue to increase in future
periods.

SG&A as a percentage of net sales improved to 16.5% for the quarter ended March
31, 2000, from 17.3% for the same period of 1999. The improvement in SG&A as a
percentage of sales reflects the significant increase in net sales which more
than offset the increase in SG&A.

Income from operations increased over 160% to $3.8 million for the first quarter
of 2000 from $1.4 million for the first quarter of 1999. The substantial
increase in income from operations was due to the increase in net sales, which
more than offset the increase in SG&A.

Interest expense was $1.7 million for the first quarter of 2000 compared to $1.1
million for the 1999 period. The increase in interest expense resulted from an
increase in average borrowings during the first quarter of 2000 to support the
growth in sales and the expanded infrastructure. Interest expense for the
quarter ended March 31, 2000 also reflects an increase in the Company's
borrowing rate.

Net income increased over 520% and reached a new record of $1.2 million, or $.30
per share (diluted), for the quarter ended March 31, 2000, compared to $194,000,
or $.05 per share (diluted), for the same period of 1999. The dramatic increase
in net income reflects the increase in gross profit which was partially offset
by the increase in SG&A and interest expense.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at March 31, 2000 increased to $93.8 million from working
capital of $91.2 million at December 31, 1999. The current ratio was 2.71:1 at
March 31, 2000 compared to 2.75:1 at December 31, 1999. The increase in working
capital was primarily due to an increase in accounts receivable. This increase
more than offset the decrease in inventories and an increase in accounts
payable. Accounts receivable levels at March 31, 2000 were $63.1 million, up
from accounts receivable of $53.2 million at December 31, 1999. The increase in
accounts receivable reflects the record level of sales achieved during the first
quarter of 2000 compared to the latter part of 1999. Inventory levels were $81.4
million at March 31, 2000, down from $85.3 million at December 31, 1999. The
decrease in inventories reflects the impact from extended lead times for the
delivery of certain product. Management believes that inventory levels may
increase in the future to support sales. Accounts payable and accrued expenses
was $54.3 million at March 31, 2000 compared to $51.6 million at December 31,
1999.

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. As of
March 31, 2000, the Company repurchased 147,186 shares of its common stock at an
average price of $3.29 per share.

                                       6
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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At March 31, 2000, outstanding borrowings under the Company's line of credit
facility aggregated $65.4 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. To date, none of our systems have experienced material
difficulties from the transition to Year 2000. Based upon the survey of the
Company's major suppliers and the lack of material issues to date, 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 in the future, 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 did not survey its customers and on a limited basis
surveyed certain other third parties with which it has a business relationship.
As there have been no material issues to date, no assessment has been made of
any future potential impact by customers' non-compliance (such as the ability of
customers to electronically interface with the Company), although no assurance
can be given that such non-compliance will not surface in the future resulting
in a material adverse effect on the Company's business, operations and financial
condition. The Company did not undertake an analysis of (nor, given the lack of
material issues to date, does it 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, given the lack of material issues
to date, 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 relating to the Company's future
performance and operating results, its bookings, products, services, markets and
industry, and/or future events relating to or effecting the Company and its
business and operations (including, without limitation, general technology
growth). If and when used in this Form 10-Q, the words "believes," "estimates,"
"plans," "expects," "intends," "anticipates," "could," "may," and similar
expressions as they relate to the Company or its management are intended to
identify forward-looking statements. The actual performance, 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 any 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

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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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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 in the future resulting from the Company being
required to have aggressive pricing programs, increased competition from third
party logistics companies, e-brokers and other forms of e-commerce companies
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, any adverse
impact in the future on the Company, its vendors or customers or other third
parties with which the Company has a business relationship arising from Year
2000 issues, the continued and anticipated growth of the electronics industry
and electronic components distribution industry, as well as general technology
growth, 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 and 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.

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, 2000, although, pursuant to the Company's
          Stock Option Plan, the Company granted stock options to four
          individuals during the quarter ended March 31, 2000, to purchase 1,200
          shares of the Company's common stock at an exercise price of $3.93 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).

                                       8
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION

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ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)       EXHIBITS

          10.1    Third Amendment to Employment Agreement effective as of
                  January 1, 2000 and dated as of April 27, 2000, between the
                  Company and Paul Goldberg.
          10.2    Second Amendment to Employment Agreement effective as of
                  January 1, 2000 and dated as of April 27, 2000, between the
                  Company and Bruce M. Goldberg.
          10.3    Employment Agreement effective as of January 1, 2000 and dated
                  as of April 27, 2000, between the Company and Howard L.
                  Flanders.
          10.4    Employment Agreement effective as of January 1, 2000 and dated
                  as of April 27, 2000, between the Company and Rick Gordon.
          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, 2000.

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

                                   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 12, 2000                /s/ PAUL GOLDBERG
                                   --------------------------------------------
                                   Paul Goldberg, Chairman of the Board
                                   (Duly Authorized Officer)

Date:  May 12, 2000                /s/ HOWARD L. FLANDERS
                                   --------------------------------------------
                                   Howard L. Flanders, Executive Vice President
                                   and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

                                       9