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

                       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, 2002

                         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 8, 2002, 4,040,150 shares (including 32,141 shares held by a
wholly-owned subsidiary of the Registrant) of the common stock of All American
Semiconductor, Inc. were outstanding.



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<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

FORM 10-Q - INDEX




<TABLE>
<CAPTION>
Part     Item                                                                               Page
No.      No.      Description                                                                No.
------------------------------------------------------------------------------------------------


<S>      <C>      <C>                                                                          <C>
I                 FINANCIAL INFORMATION:

         1.       Financial Statements

                  Consolidated Condensed Balance Sheets at June 30, 2002
                    (Unaudited) and December 31, 2001.......................................   1

                  Consolidated Condensed Statements of Operations for the Quarters
                    and Six Months Ended June 30, 2002 and 2001 (Unaudited).................   2

                  Consolidated Condensed Statements of Cash Flows for the
                    Six Months Ended June 30, 2002 and 2001 (Unaudited).....................   3

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

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

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


II                OTHER INFORMATION:

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

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





                                        i
<PAGE>

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

CONSOLIDATED CONDENSED BALANCE SHEETS

                                                                       June 30      December 31
ASSETS                                                                    2002             2001
-----------------------------------------------------------------------------------------------
                                                                   (Unaudited)
<S>                                                              <C>              <C>
Current assets:
  Cash ......................................................    $     393,000    $     636,000
  Accounts receivable, less allowances for doubtful
    accounts of $2,028,000 and $1,845,000 ...................       48,663,000       41,217,000
  Inventories ...............................................       58,137,000       81,032,000
  Other current assets, including income taxes receivable ...        5,684,000       14,904,000
  Net assets of discontinued operations .....................               --           36,000
                                                                 -------------    -------------
    Total current assets ....................................      112,877,000      137,825,000
Property, plant and equipment - net .........................        3,104,000        3,476,000
Deposits and other assets ...................................        2,645,000        2,821,000
                                                                 -------------    -------------
                                                                 $ 118,626,000    $ 144,122,000
                                                                 =============    =============

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

Current liabilities:
  Current portion of long-term debt .........................    $     145,000    $     234,000
  Accounts payable and accrued expenses .....................       59,045,000       50,848,000
  Other current liabilities .................................          238,000          174,000
                                                                 -------------    -------------
    Total current liabilities ...............................       59,428,000       51,256,000
Long-term debt:
  Notes payable .............................................       34,698,000       68,662,000
  Subordinated debt .........................................        5,978,000        5,999,000
  Other long-term debt ......................................        1,180,000        1,180,000
                                                                 -------------    -------------
                                                                   101,284,000      127,097,000
                                                                 -------------    -------------

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,
    4,040,150 shares issued and outstanding .................           40,000           40,000
  Capital in excess of par value ............................       26,328,000       26,328,000
  Accumulated deficit .......................................       (8,091,000)      (8,408,000)
  Treasury stock, at cost, 183,246 shares ...................         (935,000)        (935,000)
                                                                 -------------    -------------
                                                                    17,342,000       17,025,000
                                                                 -------------    -------------
                                                                 $ 118,626,000    $ 144,122,000
                                                                 =============    =============
</TABLE>





See notes to consolidated condensed financial statements


                                        1
<PAGE>

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

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                         Quarters                          Six Months
PERIODS ENDED JUNE 30                               2002             2001             2002             2001
-----------------------------------------------------------------------------------------------------------

<S>                                        <C>              <C>              <C>              <C>
NET SALES .............................    $  87,397,000    $ 100,062,000    $ 169,539,000    $ 225,979,000
Cost of sales .........................      (71,867,000)     (86,922,000)    (138,368,000)    (187,827,000)
                                           -------------    -------------    -------------    -------------
Gross profit ..........................       15,530,000       13,140,000       31,171,000       38,152,000
Selling, general and
  administrative expenses .............      (14,391,000)     (19,552,000)     (28,881,000)     (40,799,000)
Impairment of goodwill ................               --         (450,000)              --         (450,000)
                                           -------------    -------------    -------------    -------------
INCOME (LOSS) FROM
  CONTINUING OPERATIONS ...............        1,139,000       (6,862,000)       2,290,000       (3,097,000)
Interest expense ......................         (810,000)      (2,357,000)      (1,777,000)      (5,118,000)
                                           -------------    -------------    -------------    -------------
INCOME (LOSS) FROM
  CONTINUING OPERATIONS
  BEFORE INCOME TAXES .................          329,000       (9,219,000)         513,000       (8,215,000)
Income tax (provision) benefit ........         (131,000)       3,593,000         (196,000)       3,162,000
                                           -------------    -------------    -------------    -------------
INCOME (LOSS) FROM CONTINUING
  OPERATIONS BEFORE
  DISCONTINUED OPERATIONS .............          198,000       (5,626,000)         317,000       (5,053,000)
Discontinued operations:
Income from operations (net of $168,000
  and $244,000 income tax provision) ..               --          225,000               --          323,000
Loss on disposal (net of $6,474,000
  income tax benefit) .................               --       (8,581,000)              --       (8,581,000)
                                           -------------    -------------    -------------    -------------
NET INCOME (LOSS) .....................    $     198,000    $ (13,982,000)   $     317,000    $ (13,311,000)
                                           =============    =============    =============    =============

BASIC EARNINGS PER SHARE:
Income (loss) from
  continuing operations ...............           $  .05           $(1.46)          $  .08           $(1.31)
Discontinued operations ...............               --            (2.17)              --            (2.14)
                                                  ------           ------           ------           ------
Net income (loss) .....................           $  .05           $(3.63)          $  .08           $(3.45)
                                                  ======           ======           ======           ======

DILUTED EARNINGS PER SHARE:
Income (loss) from
  continuing operations ...............           $  .05           $(1.46)          $  .08           $(1.31)
Discontinued operations ...............               --            (2.17)              --            (2.14)
                                                  ------           ------           ------           ------
Net income (loss) .....................           $  .05           $(3.63)          $  .08           $(3.45)
                                                  ======           ======           ======           ======
</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                                                  2002            2001
----------------------------------------------------------------------------------------------

<S>                                                               <C>             <C>
Cash Flows Provided by Operating Activities ..................    $ 33,732,000    $ 16,056,000
                                                                  ------------    ------------

Cash Flows From Investing Activities:
Acquisition of property and equipment ........................         (66,000)       (267,000)
Decrease in other assets .....................................         176,000         244,000
                                                                  ------------    ------------

   Cash flows provided by (used for) investing activities ....         110,000         (23,000)
                                                                  ------------    ------------

Cash Flows From Financing Activities:
Net repayments under line of credit agreement ................     (33,964,000)    (16,139,000)
Repayments of notes payable ..................................        (121,000)       (124,000)
Net proceeds from issuance of equity securities ..............              --           2,000
                                                                  ------------    ------------

   Cash flows used for financing activities ..................     (34,085,000)    (16,261,000)
                                                                  ------------    ------------

Decrease in cash .............................................        (243,000)       (228,000)
Cash, beginning of period ....................................         636,000         335,000
                                                                  ------------    ------------

Cash, end of period ..........................................    $    393,000    $    107,000
                                                                  ============    ============

Supplemental Cash Flow Information:
Interest paid ................................................    $  1,906,000    $  5,220,000
                                                                  ============    ============

Income taxes paid (refunded) - net ...........................    $ (9,395,000)   $    819,000
                                                                  ============    ============
</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, 2002, 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 in any future interim
period or for the entire year.

For a summary of significant accounting policies (which have not changed from
December 31, 2001) and additional financial information, see the Company's
Annual Report on Form 10-K for the year ended December 31, 2001, including the
consolidated financial statements and notes thereto which should be read in
conjunction with these financial statements.

The accompanying unaudited interim financial statements have been prepared in
accordance with instructions to Form 10-Q and, therefore, do not include all
information and footnotes required to be in conformity with accounting
principles generally accepted in the United States of America.

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                         2002           2001           2002           2001
-----------------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>            <C>
Basic..............................      3,856,904      3,856,904      3,856,904      3,856,904
Diluted............................      3,867,185      3,856,904      3,872,451      3,856,904
</TABLE>

2.   LONG-TERM DEBT

Outstanding borrowings at June 30, 2002 under the Company's $85 million line of
credit facility aggregated $34,698,000. Borrowings under this facility are
collateralized by substantially all of the Company's assets.

3.   OPTIONS

During the quarter ended June 30, 2002, no stock options were granted by the
Company pursuant to the Employees', Officers', Directors' Stock Option Plan, as
previously amended and restated (the "Option Plan"). During the quarter ended
June 30, 2002, a total of 400 stock options previously granted pursuant to the
Option Plan were canceled at exercise prices ranging from $3.45 to $6.20 per
share. During the quarter ended March 31, 2002, in connection with a prior
cancellation of certain stock options, the Company granted 81,000 stock options
pursuant to the Option Plan at an exercise price of $3.45 per share. These stock
options vest over two years and are exercisable through March 3, 2005.

During the six months ended June 30, 2002, no stock options were granted by the
Company pursuant to the 2000 Nonemployee Director Stock Option Plan, as amended.
During the quarter ended June 30, 2002, 1,500 stock options previously granted
pursuant to the 2000 Nonemployee Director Stock Option Plan, as amended, were
canceled at an exercise price of $7.15 per share.


                                        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, microprocessors, microcontrollers
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 in a diverse and growing range of
industries, including manufacturers of computers and computer-related products;
home office and portable equipment; networking, satellite, wireless and other
communications products; Internet infrastructure equipment and appliances;
automobiles; consumer goods; voting and gaming machines; point-of-sale
equipment; robotics and industrial equipment; defense and aerospace equipment;
and medical instrumentation. The Company also sells products to contract
electronics manufacturers, or electronics manufacturing services, or EMS,
providers who manufacture products for companies in all electronics industry
segments. Through the Aved Memory Products division of its subsidiary, Aved
Industries, Inc., the Company also designs and has manufactured under the label
of its subsidiary's division, certain memory modules which are sold to original
equipment manufacturers. Prior to the second quarter of 2001, the Company also
designed and had manufactured under the label of Aved Display Technologies, a
division of the Company, certain board-level products including flat panel
display driver boards. As a result of adverse industry conditions and other
factors, management decided to discontinue its Aved Display Technologies
division during the second quarter of 2001.

Critical Accounting Policies and Estimates
------------------------------------------

The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the unaudited Consolidated Condensed Financial Statements and accompanying
notes. Estimates are used for, but not limited to, the accounting for the
allowance for doubtful accounts, inventories, income taxes and loss
contingencies. Management bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances. Actual results could differ from these estimates under different
assumptions or conditions.

The Company believes the following critical accounting policies, among others,
may be impacted significantly by judgement, assumptions and estimates used in
the preparation of the unaudited Consolidated Condensed Financial Statements:

The Company recognizes revenue in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). Under SAB 101, revenue is recognized at the point of
passage to the customer of title and risk of loss, and when there is persuasive
evidence of an arrangement, the sales price is determinable, and collection of
the resulting receivable is reasonably assured. The Company generally recognizes
revenue at the time of shipment. Sales are reflected net of discounts and
returns.

The allowance for doubtful accounts is maintained to provide for losses arising
from customers' inability to make required payments. If there is a deterioration
of our customers' credit worthiness and/or there is an increase in the length of
time that the receivables are past due greater than the historical assumptions
used, additional allowances may be required.

Inventories are stated at the lower of cost (determined on an average cost
basis) or market. Based on our assumptions about future demand and market
conditions as well as the Company's distribution


                                        5
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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


agreements with its suppliers which provide for price protection and
obsolescence credits, inventories are written-down to market value. If our
assumptions about future demand change, and/or actual market conditions are less
favorable than those projected, additional write-downs of inventories may be
required.

Deferred tax assets are recorded based on the Company's projected future taxable
income and the resulting utilization of the deferred tax assets. To the extent
that the Company would not be able to realize all or part of its deferred tax
assets in the future, an adjustment to the deferred tax assets would be
necessary and charged to income.

Loss contingencies arise in the ordinary course of business. In determining loss
contingencies, we evaluate the likelihood of the loss or impairment of an asset
or the incurrence of a liability, as well as our ability to reasonably estimate
the amount of such loss. We accrue for an estimated loss contingency when it is
probable that a liability has been incurred or an asset has been impaired and
the amount of the loss can be reasonably estimated.

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

Net sales for the quarter and six months ended June 30, 2002 were $87.4 million
and $169.5 million, respectively, representing a 12.7% and 25.0% decrease from
net sales of $100.1 million and $226.0 million for the same periods of 2001,
excluding sales from discontinued operations. The decreases were primarily
attributable to a severe broad-based industry downturn which began during the
first quarter of 2001 and progressively and significantly worsened throughout
2001, weakness in demand for electronic components as well as the general
weakness in the overall economy. While market conditions remain weak, net sales
for the second quarter of 2002 were 6.4% ahead of net sales for the first
quarter of 2002 representing the second sequential quarterly increase in sales
when compared to the prior consecutive quarter. Management expects that the
weakness in market conditions may continue through at least the end of this year
and, therefore, sequential growth may not continue.

Gross profit was $15.5 million and $31.2 million for the second quarter and
first six months of 2002, down 18.9% and 29.4% from $19.1 million and $44.1
million for the same periods of 2001, excluding gross profit from discontinued
operations and without giving effect to a non-cash inventory write-off of
approximately $6.0 million during the second quarter of 2001 resulting from
adverse industry conditions. The decreases in gross profit were primarily due to
decreases in net sales and gross profit margins. Gross profit margins as a
percentage of net sales were 17.8% and 18.4% for the second quarter and first
six months of 2002 compared to 19.1% and 19.5% for the second quarter and first
six months of 2001 without giving effect to the inventory write-off. The decline
in gross profit margins reflects the continued weakness in demand for electronic
components, excess product availability as well as a change in our product mix,
including an increase in sales of flat panel displays which generally sell at
lower gross margins. In addition, we continue to develop long-term strategic
relationships with accounts that have required aggressive pricing programs and
we expect a greater number of low margin, large volume transactions. Management
therefore expects that the downward pressure on gross profit margins may
continue. After giving effect to the inventory write-off, gross profit dollars
were $13.1 million and $38.2 million and gross profit margins were 13.1% and
16.9% for the second quarter and first six months of 2001, respectively.

Selling, general and administrative expenses ("SG&A") decreased to $14.4 million
for the second quarter of 2002 from $18.1 million for the second quarter of 2001
without giving effect to a write-off of $1.5 million of accounts receivable in
the second quarter of 2001. SG&A decreased to $28.9 million for the first half
of 2002 from $39.3 million for the same period of 2001 without giving effect to
the write-off of certain accounts receivable. The improvements in SG&A reflect
the benefit from the implementation of certain expense reduction programs,
including workforce and salary reductions, all of which began during the


                                        6
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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


second quarter of 2001. The decreases also reflect a reduction in variable
expenses associated with the decline in sales and gross profit dollars. After
giving effect to the write-off of certain accounts receivable, SG&A was $19.6
million and $40.8 million for the second quarter and first six months of 2001.

SG&A as a percentage of net sales was 16.5% and 17.0% for the quarter and six
months ended June 30, 2002, compared to 18.1% and 17.4% for the same periods of
2001 without giving effect to the write-off of accounts receivable discussed
above. The decreases in SG&A as a percentage of net sales were due to the
improvements in SG&A in absolute dollars discussed above which more than offset
the impact from the decline in net sales. After taking into account the
write-off of accounts receivable, SG&A as a percentage of net sales was 19.5%
and 18.1% for the quarter and six months ended June 30, 2001.

Income from continuing operations was $1.1 million for the second quarter of
2002 compared to $1.0 million for the second quarter of 2001 excluding from the
2001 period the non-cash charges for inventory and accounts receivable
write-offs and a $450,000 non-cash write-off of goodwill. Income from continuing
operations was $2.3 million for the first six months of 2002 compared to $4.8
million for the first six months of 2001 excluding the previously mentioned
non-cash charges taken in the second quarter of 2001. The decrease in income
from continuing operations for the six months ended June 30, 2002 compared to
the same period of 2001 was due to the significant decline in sales and gross
profit dollars for the reasons discussed previously, which decreases were
partially offset by the improvement in SG&A described above. After giving effect
to the non-cash charges, the Company had losses from continuing operations of
$6.9 million and $3.1 million for the second quarter and first six months of
2001.

Interest expense decreased significantly to $810,000 and $1.8 million for the
second quarter and first half of 2002, from $2.4 million and $5.1 million for
the same periods of 2001. These substantial decreases in interest expense
resulted from significant decreases in our average borrowings and decreases in
overall interest rates. Our average borrowings decreased by approximately $70
million from the second quarter of 2001 due to the decreases in our inventory,
accounts receivable and income taxes receivable as well as from the positive
effects of our expense reduction programs.

Net income was $198,000 or $.05 per share (diluted) for the quarter ended June
30, 2002, and $317,000 or $.08 per share (diluted) for the first six months of
2002. For the corresponding periods of 2001 the Company had net losses of $14.0
million or $3.63 per share (diluted), and $13.3 million or $3.45 per share
(diluted). Included in the 2001 periods are the non-cash charges for inventory,
accounts receivable and goodwill write-offs mentioned above, as well as a $15.1
million pretax loss on disposal associated with discontinued operations related
to the Company's former Aved Display Technologies and Integrated Display
Technologies divisions.

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

Working capital at June 30, 2002 decreased to $53.4 million from working capital
of $86.6 million at December 31, 2001. The current ratio was 1.90:1 at June 30,
2002 compared to 2.69:1 at December 31, 2001. The decreases in working capital
and the current ratio were primarily due to a substantial decrease in inventory,
a decrease in income taxes receivable and an increase in accounts payable. These
changes to working capital were partially offset by an increase in accounts
receivable. Accounts receivable levels at June 30, 2002 were $48.7 million
compared to accounts receivable of $41.2 million at December 31, 2001. The
increase in accounts receivable reflects an increase in the level of sales
during the second quarter of 2002 compared to the latter part of 2001. Inventory
levels were $58.1 million at June 30, 2002, down from $81.0 million at December
31, 2001. The significant decrease in inventory reflects our sustained efforts
to bring inventory positions in line with the current levels of sales. Accounts
payable and accrued expenses increased to $59.0 million at June 30, 2002
compared to $50.8 million at December 31,


                                        7
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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


2001. Notwithstanding the decrease in the inventory balance, accounts payable
and accrued expenses increased as a result of an increase in current purchases
of inventory to support the increase in sales since the fourth quarter of 2001.

Outstanding borrowings under the Company's $85 million line of credit facility
aggregated $34.7 million at June 30, 2002 down from $68.7 million at December
31, 2001. The decline in outstanding borrowings during the first six months of
2002 reflects the decrease in working capital discussed previously. Borrowings
under this facility are collateralized by substantially all of the Company's
assets.

In addition to its borrowings under its line of credit facility and other
long-term debt obligations reflected on its unaudited Consolidated Condensed
Balance Sheet, the Company has operating leases for office space and equipment
that have initial or remaining noncancelable lease terms in excess of one year
as of June 30, 2002. The amount of the Company's obligations with respect to
operating leases is approximately $3.8 million for the twelve months ending June
30, 2003.

The Company currently expects that its cash flows from operations and additional
borrowings available under its credit facility will be sufficient to meet the
Company's current financial requirements over the next twelve months.

Forward-Looking Statements; Business Risks
------------------------------------------

This Form 10-Q contains forward-looking statements (within the meaning of
Section 21E. of the Securities Exchange Act of 1934, as amended), representing
the Company's current expectations and beliefs relating to the Company's or
industry's future performance, its future operating results, its sales,
products, services, markets and industry, market conditions 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," "attempts," "intends," "anticipates," "could," "may," "explore" and
similar expressions as they relate to the Company or its management are intended
to identify forward-looking statements. The actual performance, results or
achievements of the Company could differ materially from those indicated by the
forward-looking statements because of various risks and uncertainties. Factors
that could adversely affect the Company's future results, performance or
achievements include, without limitation: the continuance of the broad-based
industry downturn resulting in the decline in demand for electronic components
and further excess customer inventory; continuing or worsening in the overall
economic weakness; the reduced effectiveness of the Company's business and
marketing strategies; an increase in the allowance for doubtful accounts
receivable and bad debts or further write-offs of accounts receivable as a
result of the weakened and/or further weakening financial condition of certain
of the Company's customers; further write-offs of inventory arising from
customers returning additional inventory and further canceling orders or the
devaluation of inventory as a result of adverse market conditions; a reduction
in the Company's development of new customers, existing customer demand as well
as the level of demand for products of its customers; deterioration in the
relationships with existing suppliers; price erosion in and price competition
for products sold by the Company; difficulty in the management and control of
expenses; the inability of the Company to generate revenue commensurate with the
level of personnel and size of its infrastructure; price decreases on inventory
that is not price protected; decreases in gross profit margins, including
decreasing margins resulting from the Company being required to have aggressive
pricing programs; an increasing number of low-margin, large volume transactions
and increased availability of the supply for certain products; increased
competition from third party logistics companies, e-brokers and other Internet
providers through the use of the Internet as well as from its traditional
competitors; insufficient funds from operations, from the Company's credit
facility and from other sources (debt and/or equity) to support the Company's
operations; problems with telecommunication, computer and information systems;
the inability of the Company to expand its product


                                        8
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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


offerings or obtain product during periods of allocation; the inability of the
Company to continue to enhance its service capabilities and the timing and cost
thereof; the failure to achieve acceptance of or to grow in all or some of the
new technologies that have been or are being supported by the Company; an
increase in interest rates; the adverse impact of terrorism on the economy; and
the other risks and factors detailed in this Form 10-Q and in the Company's Form
10-K for the fiscal year ended December 31, 2001 and other filings with the
Securities and Exchange Commission and in its press releases. These risks and
uncertainties are beyond the ability of the Company to control. In many cases,
the Company cannot predict the risks and uncertainties that could cause actual
results to differ materially from those indicated by the forward-looking
statements.

Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------

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

PART II. OTHER INFORMATION

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

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

         10.1     Amendment A to the All American Semiconductor, Inc. Profit
                  Sharing 401(k) Plan.
         11.1     Statement Re: Computation of Per Share Earnings (Unaudited).
         99.1     Certification of Chief Executive Officer Under 18
                  U.S.C.ss.ss.1350.
         99.2     Certification of Chief Financial Officer Under 18
                  U.S.C.ss.ss.1350.

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

         The Company did not file any reports on Form 8-K during the quarter
         ended June 30, 2002.

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

                                   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 9, 2002            /s/ Bruce M. Goldberg
                                ------------------------------------------------
                                Bruce M. Goldberg, President and
                                Chief Executive Officer
                                (Duly Authorized Officer)

Date: August 9, 2002            /s/ Howard L. Flanders
                                ------------------------------------------------
                                Howard L. Flanders, Executive Vice President and
                                Chief Financial Officer
                                (Principal Financial and Accounting Officer)


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