================================================================================
                       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, 1997

                         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 9,  1997,  20,343,894  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.

================================================================================
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

FORM 10-Q - INDEX

<TABLE>
<CAPTION>

PART     ITEM                                                                                       PAGE
NO.      NO.                                         DESCRIPTION                                     NO.
--------------------------------------------------------------------------------------------------------

I                 FINANCIAL INFORMATION:
<S>     <C>      <C>                                                                                 <C>
         1.       Financial Statements

                  Consolidated Condensed Balance Sheets at March 31, 1997
                    (Unaudited) and December 31, 1996...............................................   1

                  Consolidated Condensed Statements of Income for the Quarters
                    Ended March 31, 1997 and 1996 (Unaudited).......................................   2

                  Consolidated Condensed Statements of Cash Flows for the
                    Quarters Ended March 31, 1997 and 1996 (Unaudited)..............................   3

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

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


II                OTHER INFORMATION:

         2.       Changes in Securities.............................................................   8

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

                  SIGNATURES........................................................................   8
</TABLE>

                                       i

<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                    MARCH 31           December 31
ASSETS                                                                                  1997                  1996
------------------------------------------------------------------------------------------------------------------
                                                                                 (UNAUDITED)
<S>                                                                       <C>                   <C>
Current assets:
    Cash...............................................................     $        204,000      $        525,000
    Accounts receivable, less allowances for doubtful
      accounts of $1,427,000 and $1,200,000............................           35,955,000            32,711,000
    Inventories........................................................           68,732,000            64,212,000
    Other current assets...............................................            5,090,000             5,113,000
                                                                            ----------------      ----------------
        Total current assets...........................................          109,981,000           102,561,000
Property, plant and equipment - net....................................            5,249,000             5,454,000
Deposits and other assets..............................................            3,695,000             3,832,000
Excess of cost over fair value of net assets acquired - net............            1,062,000             1,074,000
                                                                            ----------------      ----------------
                                                                            $    119,987,000      $    112,921,000
                                                                            ================      ================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------
Current liabilities:
    Current portion of long-term debt..................................     $        405,000      $        434,000
    Accounts payable and accrued expenses..............................           43,568,000            31,808,000
    Income taxes payable...............................................              228,000                     -
    Other current liabilities..........................................              157,000               496,000
                                                                            ----------------      ----------------
        Total current liabilities......................................           44,358,000            32,738,000
Long-term debt:
    Notes payable......................................................           45,173,000            50,012,000
    Subordinated debt..................................................            6,507,000             6,539,000
    Other long-term debt...............................................            1,236,000             1,236,000
                                                                            ----------------      ----------------
                                                                                  97,274,000            90,525,000
                                                                            ----------------      ----------------
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,
      20,343,894 and 20,323,894 shares issued, 19,853,895 and
      19,833,895 shares outstanding....................................              199,000               198,000
    Capital in excess of par value.....................................           25,575,000            25,561,000
    Accumulated deficit................................................           (2,610,000)           (2,912,000)
    Treasury stock, at cost, 180,295 shares............................             (451,000)             (451,000)
                                                                            ----------------      ----------------
                                                                                  22,713,000            22,396,000
                                                                            ----------------      ----------------
                                                                            $    119,987,000      $    112,921,000
                                                                            ================      ================
</TABLE>


See notes to consolidated condensed financial statements

                                       1

<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>

QUARTERS  ENDED MARCH 31                                                           1997                       1996
------------------------------------------------------------------------------------------------------------------

<S>                                                                      <C>                       <C>            
NET SALES.....................................................           $   62,239,000            $    62,959,000
Cost of sales.................................................              (48,099,000)               (48,734,000)
                                                                         --------------            ---------------
Gross profit..................................................               14,140,000                 14,225,000
Selling, general and administrative expenses..................              (12,413,000)               (12,256,000)
Restructuring and other nonrecurring expenses.................                        -                   (445,000)
                                                                         --------------            ---------------
INCOME FROM CONTINUING OPERATIONS.............................                1,727,000                  1,524,000
Interest expense..............................................               (1,197,000)                  (997,000)
                                                                         --------------            ---------------
INCOME FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES.........................................                  530,000                    527,000
Income tax provision..........................................                 (228,000)                  (226,000)
                                                                         --------------            ---------------
INCOME FROM CONTINUING OPERATIONS
  BEFORE DISCONTINUED OPERATIONS AND
  EXTRAORDINARY EXPENSE.......................................                  302,000                    301,000
Income from discontinued operations (net of $56,000
  income tax provision).......................................                        -                     74,000
                                                                         --------------            ---------------
Income before extraordinary expense...........................                  302,000                    375,000
Extraordinary loss on early retirement of debt (net of
  $161,000 income tax benefit)................................                        -                   (214,000)
                                                                         --------------            ---------------

NET INCOME....................................................           $      302,000            $       161,000
                                                                         ==============            ===============

Primary and fully diluted earnings per share:
Income from continuing operations.............................                    $ .02                      $ .02
Discontinued operations.......................................                        -                          -
Extraordinary expense.........................................                        -                       (.01)
                                                                                  -----                      -----
Net income....................................................                    $ .02                      $ .01
                                                                                  =====                      =====
</TABLE>

See notes to consolidated condensed financial statements

                                       2

<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
QUARTERS ENDED MARCH 31                                                              1997                     1996
------------------------------------------------------------------------------------------------------------------

<S>                                                                        <C>                      <C>            
Cash Flows Provided By (Used For) Operating Activities...........          $    4,652,000           $  (20,351,000)
                                                                           --------------           --------------

Cash Flows From Investing Activities:
Acquisition of property and equipment............................                 (49,000)                (828,000)
Increase in other assets.........................................                 (34,000)                (220,000)
                                                                           --------------           --------------

     Cash flows used for investing activities....................                 (83,000)              (1,048,000)
                                                                           --------------           --------------

Cash Flows From Financing Activities:
Net borrowings (repayments) under line of credit agreement.......              (4,839,000)              21,992,000
Repayments of notes payable......................................                 (66,000)                (495,000)
Net proceeds from issuance of equity securities..................                  15,000                        -
                                                                           --------------           --------------

     Cash flows provided by (used for) financing activities......              (4,890,000)              21,497,000
                                                                           --------------           --------------

Increase (decrease) in cash......................................                (321,000)                  98,000
Cash, beginning of period........................................                 525,000                  276,000
                                                                           --------------           --------------

Cash, end of period..............................................          $      204,000           $      374,000
                                                                           ==============           ==============

Supplemental Cash Flow Information:
Interest paid....................................................          $    1,079,000           $      770,000
                                                                           ==============           ==============

Income taxes paid................................................          $       11,000           $      185,000
                                                                           ==============           ==============
</TABLE>

Supplemental Schedule of Noncash Investing and Financing Activities:

During the three months ended March 31, 1996,  the Company  purchased all of the
capital stock of Programming Plus Incorporated  ("PPI").  The consideration paid
by the Company for such  capital  stock  consisted  of 549,999  shares of common
stock of the Company  valued at $1,375,000 (or $2.50 per share);  however,  only
60,000  shares of common  stock  (valued at $150,000)  were  released to the PPI
selling shareholders at closing,  with the balance retained in escrow subject to
certain conditions subsequent.




See notes to consolidated condensed financial statements

                                       3

<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
---------------------

In the opinion of management,  the accompanying unaudited Consolidated Condensed
Financial  Statements  include all adjustments  (consisting of normal  recurring
accruals or adjustments only) necessary to present fairly the financial position
at March 31,  1997,  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.

Prior period's  financial  statements have been reclassified to conform with the
current period's presentation.

For a summary of significant  accounting  policies  (which have not changed from
December 31,  1996) and  additional  financial  information,  see the  Company's
Annual Report on Form 10-K for the year ended  December 31, 1996,  including the
consolidated  financial  statements  and notes  thereto  which should be read in
conjunction with these financial statements.

EARNINGS PER SHARE
------------------

The weighted average shares outstanding are as follows:
<TABLE>
<CAPTION>
QUARTERS ENDED MARCH 31                               1997                  1996
--------------------------------------------------------------------------------
<S>                                             <C>                   <C>       
Primary and fully diluted....................   19,697,790            20,441,431
</TABLE>

2.       LONG-TERM DEBT

Outstanding  borrowings at March 31, 1997, under the Company's $100 million line
of credit facility aggregated $45,161,000.

Outstanding  borrowings at March 31, 1996, under the Company's then existing $45
million line of credit facility aggregated $36,702,000.

3.       OPTIONS

During the quarter  ended March 31,  1997,  the Company  issued an  aggregate of
344,500 stock options to 26 individuals  pursuant to the Employees',  Officers',
Directors' Stock Option Plan, as previously amended and restated.  These options
have an exercise  price of $1.07 per share and are  exercisable  over a six-year
period.

4.       RESTRUCTURING AND OTHER NONRECURRING EXPENSES

In May 1996, the Company decided to close its cable assembly  division in Lisle,
Illinois and to relocate  certain of such  operations to its Miami  distribution
facility.  Accordingly, the Company accrued $445,000 of nonrecurring expenses as
of March 31, 1996 relating to such decision, including the write-down of certain
cable  assembly-specific   inventory,   operating  costs  through  the  date  of
relocation and severance pay.

                                       4

<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES


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

All American  Semiconductor,  Inc. and its  subsidiaries  (the  "Company")  is a
national  distributor  of  electronic  components  manufactured  by others.  The
Company  distributes  a  full  range  of  semiconductors   (active  components),
including transistors,  diodes, memory devices and other integrated circuits, as
well  as  passive  components,  such as  capacitors,  resistors,  inductors  and
electromechanical products, including cable, switches,  connectors,  filters and
sockets.  These products are sold primarily to original equipment  manufacturers
("OEMs") in a diverse and growing range of industries,  including  manufacturers
of  computers  and  computer-related  products,   satellite  and  communications
products,  consumer  goods,  robotics  and  industrial  equipment,  defense  and
aerospace  equipment  and  medical  instrumentation.  Through  its  Aved  Memory
Products ("AMP") and Aved Display  Technologies  ("ADT") divisions,  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.  Through the third quarter
of 1996, the Company also distributed a limited offering of computer products.

RESULTS OF OPERATIONS
---------------------

Net sales for the first quarter of 1997 were $62.2 million representing a slight
decrease from net sales of $63.0 million for the same period of 1996,  excluding
sales from  discontinued  operations.  The slight decrease in net sales reflects
the negative  impact from an erosion in unit selling  prices.  Net sales for the
first quarter of 1997  represented  the first  quarterly  increase in sales when
compared to the prior consecutive quarter since the first quarter of 1996.

Gross profit was $14.1 million for the first quarter of 1997,  compared to gross
profit of $14.2 million for the same period of 1996, excluding gross profit from
discontinued operations. The slight decline in gross profit was primarily due to
the slight  decrease in net sales.  Gross profit  margins as a percentage of net
sales were 22.7% for the first  quarter of 1997  compared to 22.6% for the first
quarter of 1996.  While gross profit margins may decline  slightly,  the Company
believes  that any future  decline  should be offset by  increases  in sales and
improved operating efficiencies.

Selling,  general and administrative expenses ("SG&A") was $12.4 million for the
first  quarter of 1997  compared to $12.3 million for the first quarter of 1996.
The slight increase reflects  additional  expenses associated with the Company's
previous expansion of its  infrastructure  during the early part of 1996, offset
substantially by the benefits of the expense control programs implemented during
the third  quarter  of 1996.  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 in the future.

SG&A as a  percentage  of net sales  increased  slightly  to 19.9% for the first
quarter ended March 31, 1997, from 19.5% for the same period of 1996. The slight
increase  in SG&A as a  percentage  of sales  reflects  the  increase in SG&A in
absolute dollars and the slight reduction in net sales, as discussed above. SG&A
in absolute dollars and as a percentage of net sales may further increase in the
near term.

Income  from  continuing  operations  increased  to $1.7  million  for the first
quarter of 1997  compared to $1.5 million for the first  quarter of 1996,  after
giving effect to nonrecurring  expenses in the first quarter of 1996 of $445,000
relating  to the  closing of the  Company's  cable  assembly  division in Lisle,
Illinois. See Note 4 to Notes to Consolidated Condensed Financial Statements.

                                       5
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS (CONTINUED)
================================================================================

Interest  expense  increased to $1.2 million for the first  quarter of 1997,  as
compared to $1.0 million for the same period of 1996. The increase resulted from
additional  borrowings  required to fund the Company's  growth,  amortization of
deferred  financing fees in connection  with the New Credit Facility (as defined
below) as well as the impact from an increase in the Company's borrowing rate.

Net income was $302,000  ($.02 per share) for the quarter  ended March 31, 1997,
up from $161,000 ($.01 per share) for the same period of 1996.  Included in 1996
was income from discontinued  operations of $74,000 and an extraordinary expense
of $214,000  resulting  from the early  retirement  of the Company's $15 million
senior subordinated promissory note.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Working  capital at March 31,  1997  decreased  to $65.6  million  from  working
capital of $69.8  million at December 31, 1996.  The current ratio was 2.48:1 at
March 31, 1997, as compared to 3.13:1 at December 31, 1996.  The decrease in the
current ratio was  primarily due to an increase in accounts  payable and accrued
expenses  which was partially  offset by an increase in accounts  receivable and
inventory.  Accounts  receivable levels at March 31, 1997 were $36.0 million, up
from  accounts  receivable  of $32.7  million at December 31,  1996,  reflecting
increased  sales for the first quarter of 1997 over the fourth  quarter of 1996.
Inventory  increased to $68.7  million at March 31, 1997,  from $64.2 million at
December  31,  1996.  The  increase in  inventory  was  primarily to support the
increases  in sales  as well as to  support  budgeted  future  growth.  Accounts
payable and accrued expenses  increased to $43.6 million at March 31, 1997, from
$31.8  million at December  31,  1996,  primarily as a result of the increase in
inventory.

In May 1996, the Company entered into a new $100 million line of credit facility
with a group of banks (the "New Credit  Facility") which expires May 3, 2001. At
the time of  entering  into  such  facility,  borrowings  under  the New  Credit
Facility  bore  interest,   at  the  Company's  option,  at  either  prime  plus
one-quarter  of one  percent  (.25%) or LIBOR plus two and  one-quarter  percent
(2.25%).  Borrowings  under the New Credit  Facility  are  secured by all of the
Company's assets including accounts receivable,  inventories and equipment.  The
amounts that the Company may borrow under the New Credit Facility are based upon
specified   percentages  of  the  Company's  eligible  accounts  receivable  and
inventories (as defined). Under the New Credit Facility, the Company is required
to comply with certain  affirmative and negative  covenants as well as to comply
with certain  financial  ratios.  These  covenants,  among other  things,  place
limitations  and  restrictions  on the  Company's  borrowings,  investments  and
transactions  with  affiliates  and prohibit  dividends  and stock  redemptions.
Furthermore,  the New Credit Facility  requires the Company to maintain  certain
minimum levels of tangible net worth  throughout the term of the agreement and a
minimum debt service coverage ratio which is tested on a quarterly basis. During
the second half of 1996, the Company's New Credit  Facility was amended  whereby
certain financial  covenants were modified and the Company's  borrowing rate was
increased by one-quarter of one percent (.25%).  At March 31, 1997,  outstanding
borrowings under the New Credit Facility aggregated $45.2 million.

The  Company  expects  that  its  cash  flows  from  operations  and  additional
borrowings  available  under the New Credit  Facility will be sufficient to meet
its current financial requirements over the next twelve months.

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,  beliefs, estimates or intentions concerning
the Company's future performance and operating results, its products,  services,

                                       6
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS (CONTINUED)
================================================================================

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  related to and including,
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,  availability of products from and the  establishment and maintenance of
relationships  with  suppliers,  price  competition  for  products  sold  by the
Company,  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 continued and anticipated  growth of the electronics  industry and
electronic components  distribution  industry, a change in government tariffs or
duties,  a change in interest rates, 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.

                                       7

<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

ITEM 2.  CHANGES IN SECURITIES
         ---------------------

(c)      SALES OF UNREGISTERED SECURITIES
         --------------------------------

         The Company has not issued or sold any unregistered  securities  during
         the quarter  ended March 31, 1997 except that pursuant to the Company's
         Employees',  Officers',  Directors'  Stock Option Plan,  as  previously
         amended  and  restated,  the  Company  granted on January 3, 1997 stock
         options to purchase  344,500 shares of the Company's common stock to 26
         individuals at an exercise price of $1.07 per share.  The stock options
         are  exercisable  over  a  six-year  period.  See  Note 3 to  Notes  to
         Consolidated  Condensed Financial Statements.  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.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

(a)      EXHIBITS
         --------

         11.1     Statement Re:  Computation of Per Share Earnings.

         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, 1997.


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


                                   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, 1997                 /s/ PAUL GOLDBERG
                                    -----------------
                                    Paul Goldberg, Chairman of the Board and
                                    Chief Executive Officer
                                    (Duly Authorized Officer)

Date:  May 12, 1997                 /s/ HOWARD L. FLANDERS
                                    ----------------------
                                    Howard L. Flanders, Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       8