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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                                     --or--

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

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                         Commission File Number: 0-16207



                        ALL AMERICAN SEMICONDUCTOR, INC.
             (Exact name of registrant as specified in its charter)


DELAWARE                                                              59-2814714
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

16115 NORTHWEST 52ND AVENUE, MIAMI, FLORIDA                                33014
(Address of principal executive offices)                              (Zip Code)

       Registrant's telephone number, including area code: (305) 621-8282


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X] Yes [] No

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

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<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

FORM 10-Q - INDEX


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


I              FINANCIAL INFORMATION:

         1.    Financial Statements

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

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

               Consolidated Condensed Statements of Cash Flows for the
                Nine Months Ended September 30, 1999 and 1998 (Unaudited)......3

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

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

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

II             OTHER INFORMATION:

         6.    Exhibits and Reports on Form 8-K...............................10

               SIGNATURES.....................................................10


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

CONSOLIDATED CONDENSED BALANCE SHEETS

                                                                                SEPTEMBER 30           December 31
ASSETS                                                                                  1999                  1998
------------------------------------------------------------------------------------------------------------------
                                                                                  (UNAUDITED)
Current assets:
<S>                                                                          <C>                   <C>
  Cash  ..............................................................       $       597,000       $       473,000
  Accounts receivable, less allowances for doubtful
    accounts of $1,941,000 and $1,412,000.............................            53,100,000            37,821,000
  Inventories.........................................................            73,554,000            69,063,000
  Other current assets................................................             5,415,000             2,574,000
                                                                             ---------------       ---------------
    Total current assets..............................................           132,666,000           109,931,000
Property, plant and equipment - net...................................             4,218,000             4,506,000
Deposits and other assets.............................................             3,325,000             3,458,000
Excess of cost over fair value of net assets acquired - net...........             1,020,000             1,062,000
                                                                             ---------------       ---------------
                                                                             $   141,229,000       $   118,957,000
                                                                             ===============       ===============

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

Current liabilities:
  Current portion of long-term debt...................................       $       148,000       $       269,000
  Accounts payable and accrued expenses...............................            47,736,000            41,229,000
  Income taxes payable................................................                36,000                56,000
  Other current liabilities...........................................               427,000               185,000
                                                                             ---------------       ---------------
    Total current liabilities.........................................            48,347,000            41,739,000
Long-term debt:
  Notes payable.......................................................            58,173,000            43,306,000
  Subordinated debt...................................................             6,137,000             6,187,000
  Other long-term debt................................................             1,207,000             1,216,000
                                                                             ---------------       ---------------
                                                                                 113,864,000            92,448,000
                                                                             ---------------       ---------------

Commitments and contingencies

Shareholders' equity:
  Preferred stock, $.01 par value, 1,000,000 shares
    authorized, none issued...........................................                     -                     -
  Common stock, $.01 par value, 40,000,000 shares
    authorized, 3,973,431 shares issued and outstanding...............                40,000                40,000
  Capital in excess of par value......................................            25,751,000            25,751,000
  Retained earnings...................................................             2,111,000             1,169,000
  Treasury stock, at cost, 57,860 and 36,060 shares...................              (537,000)             (451,000)
                                                                             ---------------       ---------------
                                                                                  27,365,000            26,509,000
                                                                             ---------------       ---------------
                                                                             $   141,229,000       $   118,957,000
                                                                             ===============       ===============

</TABLE>
See notes to consolidated condensed financial statements

                                       1
<PAGE>
<TABLE>
<CAPTION>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

                                                               QUARTERS                          NINE MONTHS
PERIODS ENDED SEPTEMBER 30                               1999              1998              1999            1998
------------------------------------------------------------------------------------------------------------------

<S>                                           <C>               <C>               <C>              <C>
NET SALES..................................   $    88,570,000   $    59,027,000   $   239,093,000  $   185,538,000
Cost of sales..............................       (71,837,000)      (45,896,000)     (193,449,000)    (143,742,000)
                                              ---------------   ---------------   ---------------  ---------------
Gross profit...............................        16,733,000        13,131,000        45,644,000       41,796,000
Selling, general and
  administrative expenses..................       (14,576,000)      (11,516,000)      (40,450,000)     (35,308,000)
                                              ---------------   ---------------   ---------------  ---------------

INCOME FROM OPERATIONS.....................         2,157,000         1,615,000         5,194,000        6,488,000
Interest expense...........................        (1,276,000)       (1,071,000)       (3,540,000)      (3,263,000)
                                              ---------------   ---------------   ---------------  ---------------

INCOME BEFORE INCOME TAXES.................           881,000           544,000         1,654,000        3,225,000
Income tax provision.......................          (379,000)         (234,000)         (711,000)      (1,387,000)
                                              ---------------   ---------------   ---------------  ---------------

NET INCOME.................................   $       502,000   $       310,000   $       943,000  $     1,838,000
                                              ===============   ===============   ===============  ===============

Earnings per share:
  Basic....................................            $  .13            $  .08            $  .24           $  .47
                                                       ======            ======            ======           ======
  Diluted..................................            $  .13            $  .08            $  .24           $  .46
                                                       ======            ======            ======           ======

</TABLE>
See notes to consolidated condensed financial statements

                                       2
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<TABLE>
<CAPTION>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


NINE MONTHS ENDED SEPTEMBER 30                                                          1999                  1998
-------------------------------------------------------------------------------------------------------------------

<S>                                                                           <C>                   <C>
Cash Flows Used For Operating Activities..............................        $  (13,781,000)        $    (707,000)
                                                                              --------------         --------------

Cash Flows From Investing Activities:
Acquisition of property and equipment.................................              (460,000)             (326,000)
Increase in other assets..............................................              (222,000)             (295,000)
                                                                              --------------        --------------

      Cash flows used for investing activities........................              (682,000)             (621,000)
                                                                              --------------        --------------

Cash Flows From Financing Activities:
Net borrowings under line of credit agreement.........................            14,904,000             1,229,000
Increase in notes payable.............................................                     -                14,000
Repayments of notes payable...........................................              (231,000)             (262,000)
Purchase of treasury shares...........................................               (86,000)                    -
Net proceeds from issuance of equity securities.......................                     -                 4,000
                                                                              --------------        --------------

      Cash flows provided by financing activities.....................            14,587,000               985,000
                                                                              --------------        --------------

Increase (decrease) in cash...........................................               124,000              (343,000)
Cash, beginning of period.............................................               473,000               444,000
                                                                              --------------        --------------

Cash, end of period...................................................        $      597,000        $      101,000
                                                                              ==============        ==============

Supplemental Cash Flow Information:
Interest paid.........................................................        $    3,007,000        $    3,170,000
                                                                              ==============        ==============

Income taxes paid.....................................................        $      720,000        $    1,223,000
                                                                              ==============        ==============
</TABLE>

See notes to consolidated condensed financial statements

                                       3
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
---------------------

In the opinion of management,  the accompanying unaudited Consolidated Condensed
Financial  Statements  include all adjustments  (consisting of normal  recurring
accruals or adjustments only) necessary to present fairly the financial position
at September 30, 1999,  and the results of operations and the cash flows for all
periods  presented.  The results of operations  for the interim  periods are not
necessarily indicative of the results to be obtained for the entire year.

For a summary of significant  accounting  policies  (which have not changed from
December 31,  1998) and  additional  financial  information,  see the  Company's
Annual Report on Form 10-K for the year ended  December 31, 1998,  including the
consolidated  financial  statements  and notes  thereto  which should be read in
conjunction with these financial statements.

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

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

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

                                                         Quarters                     Nine Months
Periods Ended September 30                         1999            1998           1999            1998
------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>            <C>             <C>
Basic..................................       3,922,838       3,937,322      3,932,527       3,936,920
Diluted................................       3,922,838       4,014,496      3,932,527       4,025,209
</TABLE>

2.   LONG-TERM DEBT

Outstanding  borrowings at September  30, 1999 under the Company's  $100 million
line of credit facility aggregated $58,167,000.

3.   OPTIONS

During the six months ended September 30, 1999, no stock options were granted by
the Company.  During the quarter  ended March 31, 1999,  the Company  granted an
aggregate of 39,000 stock options to 30 individuals  pursuant to the Employees',
Officers',  Directors'  Stock Option Plan,  as amended and restated  (the "Stock
Option  Plan").  These  options have an exercise  price of $4.50 per share (fair
market  value  at date of  grant)  and  vest  over a  five-year  period  and are
exercisable over a six-year  period.  During the nine months ended September 30,
1999,  53,863 stock options were canceled at exercise  prices ranging from $4.49
to $12.66 per share.

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

                                       4
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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

4.   STOCK REPURCHASE PROGRAM

On May 24, 1999,  the Company  announced  that the Company's  Board of Directors
authorized the repurchase of up to $2 million in purchase price of the Company's
Common  Stock.  The stock  repurchases  may, at the  discretion of the Company's
management, be made from time to time at prevailing prices in the open market or
through privately  negotiated  transactions.  The Company's management will base
its  decision  on market  conditions,  the price of the  Common  Stock and other
factors. The Company intends to make such stock repurchases using available cash
flow from operations and/or available borrowings under its credit facility.  Any
shares  of  Common  Stock  repurchased  will  be  available  for  reissuance  in
connection  with the Stock Option Plan or for other  corporate  purposes.  As of
September 30, 1999, the Company repurchased 21,800 shares of its Common Stock at
an  average  price of $3.95 per share.  The  aggregate  cost of the  repurchased
shares is  reflected as treasury  stock on the  Consolidated  Condensed  Balance
Sheet.

5.   REVERSE STOCK SPLIT

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

6.   NASDAQ LISTING

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

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

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

All American  Semiconductor,  Inc. and its  subsidiaries  (the  "Company")  is a
national  distributor  of  electronic  components  manufactured  by others.  The
Company  distributes  a  full  range  of  semiconductors   (active  components),
including transistors,  diodes, memory devices and other integrated circuits, as
well  as  passive  components,  such as  capacitors,  resistors,  inductors  and
electromechanical products, including cable, switches,  connectors,  filters and
sockets.  These products are sold primarily to original equipment  manufacturers
("OEMs") in a diverse and growing range of industries,  including  manufacturers
of  computers  and   computer-related   products,   networking,   satellite  and
communications  products,  consumer  goods,  robotics and industrial  equipment,
defense and aerospace  equipment and medical  instrumentation.  The Company also
sells products to contract  electronics  manufacturers who manufacture  products
for  companies in all  electronics  industry  segments.  Through the Aved Memory
Products  and  Aved  Display  Technologies  divisions  of its  subsidiary,  Aved
Industries,  Inc., the Company also designs and has manufactured under the label
of its  subsidiary's  divisions  certain board level products  including  memory
modules and flat panel display  driver  boards.  These products are also sold to
OEMs.

Results of Operations
---------------------

The Company  achieved  record net sales for the  quarter  and nine months  ended
September 30, 1999 of $88.6 million and $239.1 million, representing a 50.0% and
28.9%  increase from net sales of $59.0 million and $185.5  million for the same
periods of 1998. The increases resulted from improved conditions in the industry
as well as from increased sales in most territories and  contributions  from two
new sales offices which were opened during the second quarter of 1999.

Gross profit was $16.7 million and $45.6 million for the third quarter and first
nine months of 1999,  compared to $13.1  million and $41.8  million for the same
periods of 1998.  The increases  were due to the  increases in net sales.  Gross
profit  margins as a percentage  of net sales were 18.9% and 19.1% for the third
quarter and first nine months of 1999  compared to 22.2% and 22.5% for the third
quarter and first nine months of 1998.  The  declines  in gross  profit  margins
reflect  increased  competition,  a greater  number of low margin,  large volume
transactions  and continued  changes in the Company's  product mix. In addition,
the  Company has  experienced  lower  margins  relating  to the  development  of
long-term  strategic  relationships with accounts which have required aggressive
pricing programs.  Management  expects downward pressure on gross profit margins
to continue in the future.

Selling,  general and administrative expenses ("SG&A") was $14.6 million for the
third  quarter of 1999  compared to $11.5 million for the third quarter of 1998.
SG&A for the  first  nine  months of 1999 was $40.5  million  compared  to $35.3
million for the first nine months of 1998. The increases were 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 drive  expansion and internal  growth,  the Company opened  additional
sales offices and increased its management  personnel  during 1999. Due to these
factors, the Company expects that SG&A will increase in future periods.

SG&A as a  percentage  of net  sales  improved  to 16.5% and 16.9% for the third
quarter and nine months ended  September 30, 1999,  from 19.5% and 19.0% for the
same periods of 1998. The  improvements in SG&A as a percentage of sales reflect
the increases in net sales.

Income from operations  increased 33.6% to $2.2 million for the third quarter of
1999 from $1.6  million for the third  quarter of 1998.  The  increase in income
from operations for the third quarter of 1999 was

                                       6
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

attributable to the increase in net sales,  which more than offset the impact of
the decline in the gross profit  margin and the increase in SG&A.  For the first
nine months of 1999,  income from  operations was $5.2 million  compared to $6.5
million for the same period of 1998.  The decline in income from  operations for
the nine months ended September 30, 1999 was due to the impact of the decline in
the gross profit margin as well as the increase in SG&A as discussed above.

Interest  expense was $1.3  million and $3.5  million for the third  quarter and
first nine  months of 1999,  compared to $1.1  million and $3.3  million for the
same periods of 1998. The increases in interest expense primarily  resulted from
increases in average  borrowings during the second and third quarters of 1999 to
support the growth in sales and the expanded infrastructure.

Net income  increased 61.9% to $502,000,  or $.13 per share  (diluted),  for the
quarter ended September 30, 1999 from $310,000, or $.08 per share (diluted), for
the third  quarter of 1998.  The increase in net income for the third quarter of
1999 was  primarily  due to the increase in net sales which more than offset the
impact of the decline in the gross profit  margin and the  increases in SG&A and
interest expense. For the first nine months of 1999, net income was $943,000, or
$.24 per share (diluted), compared to $1.8 million, or $.46 per share (diluted),
for the same  period of 1998.  The  decrease  in net income for the nine  months
ended  September  30, 1999  reflects the decrease in the gross profit  margin as
well as increases in SG&A and interest expense.

All per share amounts  reflect a  one-for-five  reverse stock split which became
effective June 2, 1999.

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

Working  capital at September  30, 1999  increased to $84.3 million from working
capital of $68.2  million at December 31, 1998.  The current ratio was 2.74:1 at
September  30, 1999,  compared to 2.63:1 at December 31, 1998.  The increases in
working  capital  and the  current  ratio were  primarily  due to  increases  in
accounts  receivable  and  inventories.  These  increases  more  than  offset an
increase in accounts payable.  Accounts  receivable levels at September 30, 1999
were $53.1 million, up from accounts receivable of $37.8 million at December 31,
1998,  reflecting  significant  increases in sales for the third quarter of 1999
over the  fourth  quarter  of 1998.  Inventory  levels  were  $73.6  million  at
September 30, 1999, up from $69.1 million at December 31, 1998. Accounts payable
and accrued expenses increased to $47.7 million at September 30, 1999 from $41.2
million at December 31, 1998.  The increases in inventory  and accounts  payable
reflect increases in inventory purchases to support higher sales.

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

At  September  30,  1999,  outstanding  borrowings  under the  Company's  credit
facility aggregated $58.2 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.

                                       7
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

Year 2000 Issue
---------------

The Company has evaluated its business  information  technology  (IT) systems as
well as its non-IT systems and has surveyed its major  vendors.  The Company has
completed the testing of its internal  systems and believes that its systems are
in  compliance  with Year 2000  requirements.  The Company has not  incurred any
material expenditures of funds or internal resources relating to such compliance
of its internal systems. Based upon the survey of the Company's major suppliers,
the Company currently believes that Year 2000 issues of its suppliers should not
have  a  material  adverse  effect  on the  Company's  business,  operations  or
financial  condition.   Nevertheless,   to  the  extent  the  Company's  vendors
(particularly its major vendors) experience Year 2000 difficulties,  the Company
may face delays in  obtaining or even be unable to obtain  certain  products and
services and therefore may be unable to make shipments to customers resulting in
a material  adverse effect on the Company's  business,  operations and financial
condition. The Company has not surveyed its customers and on a limited basis has
surveyed certain other third parties with which it has a business  relationship.
As  no  assessment  has  been  made  of  any  potential   impact  by  customers'
non-compliance  (such as the ability of  customers to  electronically  interface
with the  Company),  the  Company  does not have a cost  estimate to address any
non-compliance  by these  customers  nor can any  assurance  be given  that such
non-compliance  will not result in a material  adverse  effect on the  Company's
business,  operations and financial condition. The Company has not undertaken an
analysis  (nor does it  currently  intend to analyze) the effect of a worst-case
Year 2000 scenario on the Company's business,  operations or financial condition
and,  accordingly,  the materiality of such effect (if any) is uncertain and the
Company does not have a contingency plan and currently does not intend to create
one.

Forward-Looking Statements
--------------------------

This Form 10-Q  contains  forward-looking  statements  (within  the  meaning  of
Section 21E. of the Securities  Exchange Act of 1934, as amended),  representing
the Company's current  expectations and beliefs  concerning the Company's future
performance and operating results, its products, services, markets and industry,
and/or future  events  relating to or effecting the Company and its business and
operations.  If  and  when  used  in  this  Form  10-Q,  the  words  "believes,"
"estimates," "plans," "expects," "intends,"  "anticipates,"  "could" and similar
expressions  as they relate to the  Company or its  management  are  intended to
identify forward-looking  statements.  The actual results or achievements of the
Company  could differ  materially  from those  indicated by the  forward-looking
statements  because  of  various  risks and  uncertainties.  Factors  that could
adversely  affect the Company's  future  results,  performance  or  achievements
include,  without  limitation,  the amount and timing of shipments of previously
booked  customer  orders,  the  effectiveness  of  the  Company's  business  and
marketing  strategies,  timing of  delivery of products  from  suppliers,  price
increases from suppliers that cannot be passed on to the Company's  customers at
the same rate, the product mix sold by the Company, the Company's development of
new  customers,  existing  customer  demand as well as the  level of demand  for
products of its customers,  the ability of the Company to open new sales offices
in a timely and  cost-effective  manner and to expand its product  offerings and
continue to enhance its service  capabilities  and the timing and cost  thereof,
utilization by the Company of 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
growth and expenses,  the ability of the Company to generate the expected return
from its addition of people,  addition of sales  offices and the increase of its
infrastructure,  the Company's  ability to collect  accounts  receivable,  price
decreases  on  inventory  that is not price  protected,  gross  profit  margins,
including  decreasing  margins  relating to the Company  being  required to have
aggressive  pricing programs,  increased  competition from third party logistics
companies  and  e-brokers  through  the use of the  Internet as well as from its
traditional  competitors,  availability  and terms of  financing to fund capital
needs,

                                       8
<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

the  continued  enhancement  of  telecommunication,   computer  and  information
systems,  the achievement by the Company and its vendors and customers and other
third  parties with which the Company has a business  relationship  of Year 2000
compliance in a timely and cost efficient manner,  the continued and anticipated
growth  of the  electronics  industry  and  electronic  components  distribution
industry,  the impact on certain of the  Company's  suppliers  and  customers of
economic  or  financial  turbulence  in  off-shore  economies  and/or  financial
markets, change in government tariffs or duties, currency fluctuations, a change
in interest  rates,  the state of the general  economy,  and the other risks and
factors  detailed in this Form 10-Q,  in the  Company's  other  filings with the
Securities and Exchange  Commission and in its press  releases.  These risks and
uncertainties  are beyond the ability of the Company to control.  In many cases,
the Company cannot predict the risks and  uncertainties  that could cause actual
results  to  differ  materially  from  those  indicated  by the  forward-looking
statements.

Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

The Company's credit facility bears interest based on interest rates tied to the
prime or LIBOR rate,  either of which may fluctuate  over time based on economic
conditions.  As a result,  the  Company is subject to market risk for changes in
interest  rates  and could be  subjected  to  increased  or  decreased  interest
payments if market interest rates fluctuate.  If market interest rates increase,
the  impact  may have a  material  adverse  effect  on the  Company's  financial
results.

                                       9
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION

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

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

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

          11.1    Statement Re:  Computation of Per Share Earnings (Unaudited).
          27.1    Financial Data Schedule.

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

          The  Company  did not file any  reports on Form 8-K during the quarter
ended September 30, 1999.

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


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                All American Semiconductor, Inc.
                                ------------------------------------------------
                                (Registrant)

Date: November 12, 1999         /s/ PAUL GOLDBERG
                                ------------------------------------------------
                                Paul Goldberg, Chairman of the Board
                                (Duly Authorized Officer)

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

                                       10