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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

 [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                                     --OR--

 [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                       FOR THE QUARTER ENDED JUNE 30, 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 August 11, 1998,  19,863,895  shares  (including  160,703 shares held by a
wholly-owned  subsidiary of the  Registrant) of the common stock of All American
Semiconductor, Inc. were outstanding.

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<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

FORM 10-Q - INDEX


Part      Item                                                              Page
No.       No.                      Description                               No.
--------------------------------------------------------------------------------


I         FINANCIAL INFORMATION:

    1.    Financial Statements

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

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

          Consolidated Condensed Statements of Cash Flows for the
            Six Months Ended June 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


                                        i

<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                    June 30      December 31
ASSETS                                                                 1998             1997
--------------------------------------------------------------------------------------------
                                                                 (UNAUDITED)
<S>                                                           <C>              <C>          
Current assets:
  Cash ....................................................   $     128,000    $     444,000
  Accounts receivable, less allowances for doubtful
    accounts of $1,325,000 and $1,166,000 .................      35,131,000       32,897,000
  Inventories .............................................      66,957,000       67,909,000
  Other current assets ....................................       2,697,000        2,074,000
                                                              -------------    -------------
    Total current assets ..................................     104,913,000      103,324,000
Property, plant and equipment - net .......................       4,517,000        4,779,000
Deposits and other assets .................................       2,956,000        3,157,000
Excess of cost over fair value of net assets acquired - net       1,108,000        1,026,000
                                                              -------------    -------------
                                                              $ 113,494,000    $ 112,286,000
                                                              =============    =============

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

Current liabilities:
  Current portion of long-term debt .......................   $     319,000    $     304,000
  Accounts payable and accrued expenses ...................      38,644,000       39,154,000
  Income taxes payable ....................................         433,000          389,000
  Other current liabilities ...............................         170,000          169,000
                                                              -------------    -------------
    Total current liabilities .............................      39,566,000       40,016,000
Long-term debt:
  Notes payable ...........................................      39,311,000       39,084,000
  Subordinated debt .......................................       6,207,000        6,293,000
  Other long-term debt ....................................       1,208,000        1,219,000
                                                              -------------    -------------
                                                                 86,292,000       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, 19,863,895 and 20,353,894 shares
    issued,19,863,895 shares outstanding ..................         199,000          199,000
  Capital in excess of par value ..........................      25,588,000       25,588,000
  Retained earnings .......................................       1,866,000          338,000
  Treasury stock, at cost, 180,295 shares .................        (451,000)        (451,000)
                                                              -------------    -------------
                                                                 27,202,000       25,674,000
                                                              -------------    -------------
                                                              $ 113,494,000    $ 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                         SIX MONTHS
PERIODS ENDED JUNE 30                 1998             1997             1998             1997
---------------------------------------------------------------------------------------------

<S>                          <C>              <C>              <C>              <C>          
NET SALES ................   $  62,981,000    $  68,131,000    $ 126,511,000    $ 130,370,000
Cost of sales ............     (48,426,000)     (52,935,000)     (97,846,000)    (101,034,000)
                             -------------    -------------    -------------    -------------
Gross profit .............      14,555,000       15,196,000       28,665,000       29,336,000
Selling, general and
  administrative expenses      (11,689,000)     (12,846,000)     (23,792,000)     (25,259,000)
                             -------------    -------------    -------------    -------------

INCOME FROM OPERATIONS ...       2,866,000        2,350,000        4,873,000        4,077,000
Interest expense .........      (1,094,000)      (1,259,000)      (2,192,000)      (2,456,000)
                             -------------    -------------    -------------    -------------

INCOME BEFORE INCOME TAXES       1,772,000        1,091,000        2,681,000        1,621,000
Income tax provision .....        (762,000)        (469,000)      (1,153,000)        (697,000)
                             -------------    -------------    -------------    -------------

NET INCOME ...............   $   1,010,000    $     622,000    $   1,528,000    $     924,000
                             =============    =============    =============    =============

Earnings per share:
  Basic and diluted ......           $ .05            $ .03            $ .08            $ .05
                                     =====            =====            =====            =====
</TABLE>


See notes to consolidated condensed financial statements

                                              2

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

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30                                            1998           1997
---------------------------------------------------------------------------------------

<S>                                                          <C>            <C>        
Cash Flows Provided By (Used For) Operating Activities ...   $  (162,000)   $ 3,449,000
                                                             -----------    -----------

Cash Flows From Investing Activities:
Acquisition of property and equipment ....................      (189,000)      (120,000)
Increase in other assets .................................       (67,000)       (13,000)
                                                             -----------    -----------

    Cash flows used for investing activities .............      (256,000)      (133,000)
                                                             -----------    -----------

Cash Flows From Financing Activities:
Net borrowings (repayments) under line of credit agreement       247,000     (3,504,000)
Repayments of notes payable ..............................      (145,000)      (144,000)
Net proceeds from issuance of equity securities ..........            --         15,000
                                                             -----------    -----------

    Cash flows provided by (used for) financing activities       102,000     (3,633,000)
                                                             -----------    -----------

Decrease in cash .........................................      (316,000)      (317,000)
Cash, beginning of period ................................       444,000        525,000
                                                             -----------    -----------

Cash, end of period ......................................   $   128,000    $   208,000
                                                             ===========    ===========

Supplemental Cash Flow Information:
Interest paid ............................................   $ 2,040,000    $ 2,320,000
                                                             ===========    ===========

Income taxes paid (refunded) - net .......................   $ 1,111,000    $  (383,000)
                                                             ===========    ===========
</TABLE>


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 June 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                            Six Months
PERIODS ENDED JUNE 30                    1998             1997              1998               1997
---------------------------------------------------------------------------------------------------
<S>                                <C>               <C>               <C>               <C>       
Basic...........................   19,683,600        19,673,600        19,683,600        19,669,489
Diluted.........................   20,279,532        19,686,277        20,217,534        19,691,161
</TABLE>

2.   LONG-TERM DEBT

Outstanding borrowings at June 30, 1998 under the Company's $100 million line of
credit facility aggregated $39,247,000.  In July 1998, subsequent to the balance
sheet date, the Company's credit facility was amended whereby certain  financial
covenants were modified.

3.   OPTIONS

During the quarter  ended June 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 and generally vest over
a five-year period and are exercisable  over a six-year  period.  During the six
months ended June 30,  1998,  33,750  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 is  currently
obligated to pay 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  Company's  common  stock  issued to  certain of the
selling  stockholders  of the Added Value  Companies  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

                                            4

<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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

accompanying  Consolidated  Condensed  Balance  Sheet as of June 30,  1998.  The
Company  has not  included  in  excess of cost  over  fair  value of net  assets
acquired as of June 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

The  Company  has signed a letter of intent  ("LOI")  dated  June 21,  1998 with
Reptron  Electronics,  Inc.  ("Reptron").  The LOI  memorializes  the nonbinding
understanding  between the Company and Reptron regarding the merger of Reptron's
distribution  operations with the Company (the "Merger").  The merged businesses
will be  conducted  in a  wholly-owned  subsidiary  of Reptron  dedicated to the
distribution  activities of the combined businesses.  The transaction is subject
to the execution of a definitive  agreement  and plan of merger and  thereafter,
among other conditions, compliance with the Hart-Scott-Rodino Antitrust Act, the
filing and  effectiveness  of a  registration  statement with the Securities and
Exchange  Commission,  completion of certain due diligence items and approval of
the  shareholders  of each of the Company and Reptron.  If all of the conditions
are satisfied and if the Merger becomes  effective,  the Company's  shareholders
will  receive  .2222  shares of fully  paid and  nonassessable  shares of common
stock,  $.01 par value,  of Reptron  for each  issued and  outstanding  share of
common stock,  $.01 par value,  of the Company.  The  transaction is expected to
close around  October 1998 and be accounted  for as a pooling of interests and a
tax-free  reorganization  under Section  368(a) of the Internal  Revenue Code of
1986.

                                            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 six months ended June 30, 1998 were $63.0  million
and $126.5  million,  representing  a 7.6% and 3.0%  decrease  from net sales of
$68.1 million and $130.4  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.  The decline in unit prices more than offset an
increase in volume.

Gross  profit was $14.6  million and $28.7  million  for the second  quarter and
first six months of 1998,  compared to $15.2  million and $29.3  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 23.1% and 22.7% for the second
quarter and first six months of 1998  compared to 22.3% and 22.5% for the second
quarter  and first six months of 1997.  The gross  profit  margins  for the 1998
periods  reflected a fewer number of low margin,  large volume  transactions  as
compared  to the  same  periods  of 1997 as well  as  continued  changes  in the
Company's  product mix.  Management  expects  downward  pressure on gross profit
margins in the future.

Selling,  general and administrative expenses ("SG&A") was $11.7 million for the
second quarter of 1998 compared to $12.8 million for the second quarter of 1997.
SG&A for the first half of 1998 was $23.8 million  compared to $25.3 million for
the first six months of 1997.  The decreases  reflect the continued  benefits of
the  Company's  expense  control  programs.  SG&A as a  percentage  of net sales
improved to 18.6% and 18.8% for the second quarter and six months ended June 30,
1998, from 18.9% and 19.4% for the same periods of 1997. The improvement in SG&A
as a percentage of net sales  reflects the decrease in SG&A in absolute  dollars
which  more than  offset  the impact of the  reduction  in net  sales.  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 net sales may
increase in the near term.

Income from operations increased to $2.9 million for the second quarter of 1998,
compared  to $2.4  million  for the second  quarter of 1997.  For the six months
ended June 30, 1998, income from operations increased to $4.9 million,  compared
to $4.1  million  for the same  period of 1997.  The  increases  in income  from
operations  were  attributable  to the benefits  derived from the Company's cost
control programs and improved operating  efficiencies as well as the decrease in
SG&A in both absolute dollars and as a percentage of net sales.

                                       6
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

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

Interest  expense was $1.1 million and $2.2  million for the second  quarter and
first half of 1998,  as compared to $1.3  million and $2.5  million for the same
periods of 1997. The decrease in the second quarter and first six months of 1998
as compared to the 1997 periods resulted from lower average borrowings.

Net income was $1.0 million  ($.05 per share) and $1.5 million  ($.08 per share)
for the quarter and six months ended June 30, 1998,  compared to $622,000  ($.03
per share) and  $924,000  ($.05 per  share)  for the same  periods of 1997.  The
increase in earnings reflects the improved operating  efficiencies combined with
a reduction in interest expense which offset the decrease in net sales.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at June 30, 1998 increased to $65.3 million from working capital
of $63.3 million at December 31, 1997.  The current ratio was 2.65:1 at June 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 an increase in accounts
receivable and a decrease in accounts payable.  These changes more than offset a
decrease in inventory.  Accounts  receivable  levels at June 30, 1998 were $35.1
million,  up from  accounts  receivable  of $32.9  million at December 31, 1997,
reflecting increased sales for June 1998 over December 1997.

During the first quarter of 1998, as a result of the Company  satisfying certain
conditions, the Company's borrowing rate under its credit facility was decreased
by one-quarter of one percent  (.25%).  In July 1998,  subsequent to the balance
sheet date, the Company's credit facility was amended whereby certain  financial
covenants were modified.  At June 30, 1998,  outstanding  borrowings  under this
facility aggregated $39.2 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.

The  Company  has signed a letter of intent  ("LOI")  dated  June 21,  1998 with
Reptron  Electronics,  Inc.  ("Reptron").  The LOI  memorializes  the nonbinding
understanding  between the Company and Reptron regarding the merger of Reptron's
distribution  operations with the Company (the "Merger").  The merged businesses
will be  conducted  in a  wholly-owned  subsidiary  of Reptron  dedicated to the
distribution  activities of the combined businesses.  The transaction is subject
to the execution of a definitive  agreement  and plan of merger and  thereafter,
among other conditions, compliance with the Hart-Scott-Rodino Antitrust Act, the
filing and  effectiveness  of a  registration  statement with the Securities and
Exchange  Commission,  completion of certain due diligence items and approval of
the  shareholders  of each of the Company and Reptron.  If all of the conditions
are satisfied and if the Merger becomes  effective,  the Company's  shareholders
will  receive  .2222  shares of fully  paid and  nonassessable  shares of common
stock,  $.01 par value,  of Reptron  for each  issued and  outstanding  share of
common stock,  $.01 par value,  of the Company.  The  transaction is expected to
close around  October 1998 and be accounted  for as a pooling of interests and a
tax-free  reorganization  under Section  368(a) of the Internal  Revenue Code of
1986.

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

                                       7
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

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

industry,  and/or future events (including the contemplated Merger with Reptron)
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  or  the  Merger  with  Reptron  include,  without
limitation,  the failure of the  Company and Reptron to enter into a  definitive
agreement and plan of merger or thereafter,  among other matters,  the inability
to obtain any  required  consents or  approvals of  governmental  agencies,  the
shareholders  of either  company not  approving  the proposed  Merger or Reptron
being unable to refinance or otherwise  retire the  Company's  revolving  credit
facility,  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  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
achievement by the Company and its vendors and customers 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     Amendment No. 3 to Loan and Security  Agreement dated July 31,
                  1998.
         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 June 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:  August 13, 1998         /s/ PAUL GOLDBERG
                               -------------------------------------------------
                               Paul Goldberg, Chairman of the Board
                               (Duly Authorized Officer)

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


                                       9