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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, 1997

                         Commission File Number: 0-16207


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


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

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

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


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

AS OF NOVEMBER 10, 1997,  20,343,894 SHARES (INCLUDING  160,703 SHARES HELD BY A
WHOLLY-OWNED  SUBSIDIARY OF THE  REGISTRANT) OF THE COMMON STOCK OF ALL AMERICAN
SEMICONDUCTOR, INC. WERE OUTSTANDING.


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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, 1997
           (Unaudited) and December 31, 1996.................................  3

         Consolidated Condensed Statements of Operations for the Quarters
           and Nine Months Ended September 30, 1997 and 1996 (Unaudited).....  4

         Consolidated Condensed Statements of Cash Flows for the
           Nine Months Ended September 30, 1997 and 1996 (Unaudited).........  5

         Notes to Consolidated Condensed Financial Statements (Unaudited)....  6

     2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations.............................................  8


II       OTHER INFORMATION:

     2.  Changes in Securities and Use of Proceeds........................... 11

     6.  Exhibits and Reports on Form 8-K.................................... 11

         SIGNATURES.......................................................... 12


                                       2
<PAGE>

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

CONSOLIDATED CONDENSED BALANCE SHEETS

                                                                                SEPTEMBER 30           December 31
ASSETS                                                                                  1997                  1996
------------------------------------------------------------------------------------------------------------------
                                                                                  (UNAUDITED)
<S>                                                                          <C>                   <C>            
Current assets:
    Cash..............................................................       $       135,000       $       525,000
    Accounts receivable, less allowances for doubtful
      accounts of $1,561,000 and $1,200,000...........................            38,465,000            32,711,000
    Inventories.......................................................            67,186,000            64,212,000
    Other current assets..............................................             5,125,000             5,113,000
                                                                             ---------------       ---------------
        Total current assets..........................................           110,911,000           102,561,000
Property, plant and equipment - net...................................             4,873,000             5,454,000
Deposits and other assets.............................................             3,309,000             3,832,000
Excess of cost over fair value of net assets acquired - net...........             1,038,000             1,074,000
                                                                             ---------------       ---------------
                                                                             $   120,131,000       $   112,921,000
                                                                             ===============       ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------
Current liabilities:
    Current portion of long-term debt.................................       $       382,000       $       434,000
    Accounts payable and accrued expenses.............................            43,021,000            31,808,000
    Income taxes payable..............................................               727,000                     -
    Other current liabilities.........................................               169,000               496,000
                                                                             ---------------       ---------------
        Total current liabilities.....................................            44,299,000            32,738,000
Long-term debt:
    Notes payable.....................................................            43,826,000            50,012,000
    Subordinated debt.................................................             6,325,000             6,539,000
    Other long-term debt..............................................             1,219,000             1,236,000
                                                                             ---------------       ---------------
                                                                                  95,669,000            90,525,000
                                                                             ---------------       ---------------

Commitments and contingencies

Shareholders' equity:
    Preferred stock, $.01 par value, 1,000,000 shares
      authorized, none issued.........................................                     -                     -
    Common stock, $.01 par value, 40,000,000 shares
      authorized, 20,343,894 and 20,323,894 shares issued,
      19,853,895 and 19,833,895 shares outstanding....................               199,000               198,000
    Capital in excess of par value....................................            25,575,000            25,561,000
    Accumulated deficit...............................................              (861,000)           (2,912,000)
    Treasury stock, at cost, 180,295 shares...........................              (451,000)             (451,000)
                                                                             ---------------       ---------------
                                                                                  24,462,000            22,396,000
                                                                             ---------------       ---------------
                                                                             $   120,131,000       $   112,921,000
                                                                             ===============       ===============
</TABLE>


See notes to consolidated condensed financial statements

                                       3
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

                                                               QUARTERS                           NINE MONTHS
PERIODS ENDED SEPTEMBER 30                               1997              1996              1997             1996
------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>               <C>              <C>            
NET SALES..................................   $    69,771,000   $    56,514,000   $   200,141,000  $   181,219,000
Cost of sales..............................       (54,453,000)      (45,473,000)     (155,487,000)    (141,435,000)
                                              ---------------   ---------------   ---------------  ---------------
Gross profit...............................        15,318,000        11,041,000        44,654,000       39,784,000
Selling, general and
  administrative expenses..................       (12,142,000)      (14,040,000)      (37,401,000)     (40,130,000)
Impairment of goodwill.....................                 -        (2,428,000)                -       (2,428,000)
Restructuring and other
  nonrecurring expenses....................                 -        (1,092,000)                -       (2,022,000)
                                              ---------------   ---------------   ---------------  ---------------
INCOME (LOSS) FROM CONTINUING
  OPERATIONS...............................         3,176,000        (6,519,000)        7,253,000       (4,796,000)
Interest expense...........................        (1,199,000)       (1,475,000)       (3,655,000)      (3,923,000)
                                              ---------------   ---------------   ---------------  ---------------
INCOME (LOSS) FROM
  CONTINUING OPERATIONS
  BEFORE INCOME TAXES......................         1,977,000        (7,994,000)        3,598,000       (8,719,000)
Income tax (provision) benefit.............          (850,000)        2,394,000        (1,547,000)       2,706,000
                                              ---------------   ---------------   ---------------  ---------------
INCOME (LOSS) FROM CONTINUING
  OPERATIONS BEFORE
  DISCONTINUED OPERATIONS
  AND EXTRAORDINARY ITEMS..................         1,127,000        (5,600,000)        2,051,000       (6,013,000)
Discontinued operations:
  Loss from operations (net of $120,000 
    and $125,000 income tax benefit).......                 -          (159,000)                -         (166,000)
  Loss on disposal (net of $1,200,000
    income tax benefit)....................                 -        (1,591,000)                -       (1,591,000)
                                              ---------------   ---------------   ---------------  ---------------
Income (loss) before
  extraordinary items......................         1,127,000        (7,350,000)        2,051,000       (7,770,000)
Extraordinary items:
  Gain from settlement of litigation (net
    of $205,000 income tax provision)......                 -                 -                 -          272,000
  Loss on early retirement of debt (net
    of $161,000 income tax benefit)........                 -                 -                 -         (214,000)
                                              ---------------   ---------------   ---------------  ---------------
NET INCOME (LOSS)..........................   $     1,127,000   $    (7,350,000)  $     2,051,000  $    (7,712,000)
                                              ===============   ===============   ===============  ===============

Primary and fully diluted earnings per share:
    Income (loss) from
      continuing operations................            $  .06            $ (.28)           $  .10           $ (.29)
    Discontinued operations................                 -              (.09)                -             (.09)
    Extraordinary items....................                 -                 -                 -                -
                                                       ------            ------            ------           ------
    Net income (loss)......................            $  .06            $ (.37)           $  .10           $ (.38)
                                                       ======            ======            ======           ======
</TABLE>


See notes to consolidated condensed financial statements

                                       4
<PAGE>

<TABLE>
<CAPTION>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


NINE MONTHS ENDED SEPTEMBER 30                                                          1997                  1996
------------------------------------------------------------------------------------------------------------------

<S>                                                                            <C>                  <C>            
Cash Flows Provided By (Used For) Operating Activities................         $   6,262,000        $  (17,195,000)
                                                                               -------------        --------------

Cash Flows From Investing Activities:
Acquisition of property and equipment.................................              (186,000)           (2,118,000)
Increase in other assets..............................................               (83,000)           (3,565,000)
Net investing activities of discontinued operations...................                     -               (39,000)
                                                                               -------------        --------------

     Cash flows used for investing activities.........................              (269,000)           (5,722,000)
                                                                               -------------        --------------

Cash Flows From Financing Activities:
Net borrowings (repayments) under line of credit agreement............            (6,184,000)           23,556,000
Increase in notes payable.............................................                     -            15,000,000
Repayments of notes payable...........................................              (214,000)          (15,725,000)
Net proceeds from issuance of equity securities.......................                15,000                 9,000
                                                                               -------------        --------------

     Cash flows provided by (used for) financing activities...........            (6,383,000)           22,840,000
                                                                               -------------        --------------

Decrease in cash......................................................              (390,000)              (77,000)
Cash, beginning of period.............................................               525,000               276,000
                                                                               -------------        --------------

Cash, end of period...................................................         $     135,000        $      199,000
                                                                               =============        ==============

Supplemental Cash Flow Information:
Interest paid.........................................................         $   3,970,000        $    2,501,000
                                                                               =============        ==============

Income taxes paid - net...............................................         $     115,000        $    1,104,000
                                                                               =============        ==============
</TABLE>

Supplemental Schedule of Noncash Investing and Financing Activities:

During the nine months ended  September 30, 1996,  the Company  purchased all of
the capital stock of Programming Plus  Incorporated  ("PPI").  The consideration
paid by the Company for such capital stock consisted of 549,999 shares of common
stock of the Company  valued at $1,375,000 (or $2.50 per share);  however,  only
60,000  shares of common  stock  (valued at $150,000)  were  released to the PPI
selling shareholders at closing,  with the balance retained in escrow subject to
certain conditions subsequent.


See notes to consolidated condensed financial statements


                                       5
<PAGE>


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, 1997,  and the results of operations and the cash flows for all
periods  presented.  The results of operations  for the interim  periods are not
necessarily  indicative of the results to be obtained for the entire year. Prior
period's financial statements have been reclassified to conform with the current
period's presentation.

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

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

The weighted  average shares used for the computation of earnings per share were
as follows:
<TABLE>
<CAPTION> 
 
                                                Quarters                      Nine Months
PERIODS ENDED SEPTEMBER 30               1997             1996            1997           1996
---------------------------------------------------------------------------------------------
<S>                                <C>              <C>             <C>            <C>       
Primary.........................   19,860,937       20,058,994      19,728,138     20,303,120
Fully diluted...................   20,125,497       20,058,994      20,122,787     20,303,120
</TABLE>

In February 1997, the Financial  Accounting Standards Board issued Statement No.
128 "Earnings Per Share" ("SFAS 128"),  which changes the method for calculating
earnings per share.  SFAS 128 requires the presentation of "basic" and "diluted"
earnings  per share on the face of the income  statement.  SFAS 128 is effective
for financial statements for periods ending after December 15, 1997. The Company
will adopt SFAS 128 for the year  ending  December  31,  1997,  and  accordingly
restate  prior  periods,  as early  adoption is not  permitted.  SFAS 128 is not
expected to materially differ from primary or fully diluted earnings per share.

2.   LONG-TERM DEBT

Outstanding  borrowings at September  30, 1997 under the Company's  $100 million
line of credit facility aggregated $43,816,000.

3.   OPTIONS

During the quarter ended  September 30, 1997, the Company  canceled an aggregate
of 1,067,000 stock options  previously issued to 50 individuals  pursuant to the
Employees',  Officers', Directors', Stock Option Plan, as previously amended and
restated (the "Plan"),  at exercise prices ranging from $.94 to $2.53 per share.
These  canceled  options were reissued at exercise  prices ranging from $1.08 to
$1.24 per share and generally vest over a five-year  period and are  exercisable
over a six-year period.  In addition,  the Company issued an aggregate of 77,500
stock options to 17 individuals pursuant to the Plan during the third quarter of
1997.  These options have exercise  prices ranging from $1.24 to $1.35 per share
and generally vest over a

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

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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

five-year period and are exercisable  over a six-year  period.  During the third
quarter of 1997,  72,500 stock options were canceled at exercise  prices ranging
from  $1.07 to $2.03 per  share.  No stock  options  were  exercised  during the
quarter ended September 30, 1997.

During the six months  ended June 30, 1997,  the Company  issued an aggregate of
398,500 stock options to 35 individuals pursuant to the Plan. These options have
exercise  prices ranging from $1.00 to $1.07 per share and generally vest over a
five-year period and are exercisable over a six-year period. In addition, 20,000
stock options were  exercised at $.75 per share and an aggregate of 26,000 stock
options were canceled at exercise  prices  ranging from $2.03 to $2.63 per share
during the first half of 1997.


                                       7
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

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

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

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

Net sales for the quarter and nine months  ended  September  30, 1997 were $69.8
million  and  $200.1  million,  respectively,  representing  a 23.5%  and  10.4%
increase over net sales of $56.5 million and $181.2 million for the same periods
of 1996.  The increases in net sales were  attributable  to higher sales in many
territories.  Net sales  for the  third  quarter  of 1997  represents  the third
consecutive quarterly increase in sales when compared to the prior quarters.

Gross profit was $15.3 million and $44.7 million for the third quarter and first
nine months of 1997,  compared to $11.0  million and $39.8  million for the same
periods of 1996. The 1996 periods  included a $2.0 million  inventory  write-off
associated  primarily with the Company's  restructuring  plan of its kitting and
turnkey  operations.  The  increases  were  primarily due to the increase in net
sales.  Gross profit  margins as a percentage  of net sales were 22.0% and 22.3%
for the third  quarter and first nine months of 1997  compared to 23.1% for both
the third  quarter and first nine months of 1996  without  giving  effect to the
inventory  write-off.  The gross profit margins for the 1996 periods reflected a
fewer  number of low margin,  large  volume  transactions.  While  gross  profit
margins may continue to decline  slightly,  the Company believes that any future
decline  should  be  offset  by  increases  in  sales  and  improved   operating
efficiencies.

Selling,  general and administrative expenses ("SG&A") was $12.1 million for the
third  quarter of 1997  compared to $14.0 million for the third quarter of 1996.
SG&A for the  first  nine  months of 1997 was $37.4  million  compared  to $40.1
million for the first nine months of 1996. The decreases reflect the benefits of
the expense  control  programs  implemented  during the third quarter of 1996 as
well as the benefits from the restructurings initiated during the second half of
1996.  With its present  infrastructure,  including the  Company's  excess plant
capacity,  the Company  believes  that it can  support  higher  sales  without a
significant  increase in fixed costs.  This should result in improved  operating
efficiencies in the future.

SG&A as a  percentage  of net sales  decreased  to 17.4% and 18.7% for the third
quarter and nine months ended  September 30, 1997,  from 24.8% and 22.1% for the
same periods of 1996. The  improvement in SG&A as a percentage of sales reflects
the decrease in SG&A in absolute dollars as well as the increase in sales.  SG&A
in absolute dollars may increase in the future with increases in sales.

Income  from  continuing  operations  increased  to $3.2  million  for the third
quarter of 1997,  compared to a loss from continuing  operations of $6.5 million
for the third  quarter of 1996 which  included  restructuring  and  nonrecurring
expenses which aggregated $5.5 million.  For the nine months ended September 30,
1997,

                                       8
<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

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

income from  continuing  operations was $7.3 million,  compared with a loss from
continuing operations of $4.8 million for the same period of 1996 which included
restructuring and nonrecurring  expenses  aggregating $6.5 million. The increase
in income from  continuing  operations was  attributable  to the increase in net
sales and the decrease in SG&A in both  absolute  dollars and as a percentage of
net sales.

Interest  expense was $1.2  million and $3.7  million for the third  quarter and
first nine months of 1997,  as compared to $1.5 million and $3.9 million for the
same periods of 1996.  The decrease in the third  quarter of 1997 as compared to
the third quarter of 1996 resulted from lower average  borrowings for the period
and a decrease in  amortization of deferred  financing fees.  These factors were
partially offset by the additional  interest expense associated with an increase
in the Company's  borrowing  rate which  occurred  during the fourth  quarter of
1996.  Interest  expense for the first nine months of 1997  compared to the same
period of 1996  reflects  the  decrease in  interest  expense for the second and
third quarters  which more than offset the increase in interest  expense for the
first  quarter of 1997  resulting  primarily  from  additional  borrowings at an
increased borrowing rate.

Net income  reached a quarterly  record of $1.1 million ($.06 per share) for the
quarter  ended  September 30, 1997 and was $2.1 million ($.10 per share) for the
first nine months of 1997. For the corresponding periods of 1996 the Company had
net losses of $7.4 million  ($.37 per share) and $7.7 million  ($.38 per share).
Included in the 1996 periods are the  restructuring  and  nonrecurring  expenses
described above,  after-tax losses from discontinued  operations of $1.8 million
for both the quarter and first nine months,  and an extraordinary  after-tax net
gain of $58,000 for the nine months ended September 30, 1996.

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

Working  capital at  September  30, 1997 was $66.6  million  compared to working
capital of $69.8  million at December 31, 1996.  The current ratio was 2.50:1 at
September 30, 1997, as compared to 3.13:1 at December 31, 1996.  The decrease in
the current  ratio was  primarily  due to an  increase  in accounts  payable and
accrued  expenses  which  was  partially  offset  by  an  increase  in  accounts
receivable and inventory.  Accounts receivable levels at September 30, 1997 were
$38.5  million,  up from  accounts  receivable  of $32.7 million at December 31,
1996,  reflecting  an increase in the rate of sales during the third  quarter of
1997 compared to the last quarter of 1996.  Inventory increased to $67.2 million
at September 30, 1997,  from $64.2 million at December 31, 1996. The increase in
inventory  was primarily to support the increases in sales as well as to support
budgeted future growth. Accounts payable and accrued expenses increased to $43.0
million at  September  30,  1997,  from  $31.8  million at  December  31,  1996,
primarily as a result of purchases of inventory.

During the second  half of 1996,  the  Company's  credit  facility  was  amended
whereby certain  financial  covenants were modified and the Company's  borrowing
rate was increased by one-quarter of one percent (.25%).  At September 30, 1997,
outstanding  borrowings under this facility aggregated $43.8 million compared to
$50 million at December 31, 1996.

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.

                                       9

<PAGE>

ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

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

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

This Form 10-Q  contains  forward-looking  statements  (within  the  meaning  of
Section 21E. of the Securities  Exchange Act of 1934, as amended),  representing
the Company's current expectations,  beliefs, estimates or intentions concerning
the Company's future performance and operating results, its products,  services,
markets and industry,  and/or future events relating to or effecting the Company
and its  business  and  operations.  When  used in this  Form  10-Q,  the  words
"believes,"  "estimates,"  "plans,"  "expects,"  "intends,"  "anticipates,"  and
similar expressions as they relate to the Company or its management are intended
to identify  forward-looking  statements.  The actual results or achievements of
the Company could differ materially from those indicated by the  forward-looking
statements because of various risks and uncertainties  related to and including,
without  limitation,  the effectiveness of the Company's  business and marketing
strategies,  timing of delivery of products from suppliers, the product mix sold
by the Company,  the Company's  development of new customers,  existing customer
demand,  availability of products from and the  establishment and maintenance of
relationships  with  suppliers,  price  competition  for  products  sold  by the
Company,  management  of growth and expenses,  the Company's  ability to collect
accounts  receivable,  price decreases on inventory that is not price protected,
gross profit margins, availability and terms of financing to fund capital needs,
the  continued  enhancement  of  telecommunication,   computer  and  information
systems,  the continued and anticipated  growth of the electronics  industry and
electronic components  distribution  industry, a change in government tariffs or
duties,  a change in interest rates, and the other risks and factors detailed in
this  Form 10-Q and in the  Company's  other  filings  with the  Securities  and
Exchange Commission. These risks and uncertainties are beyond the ability of the
Company to control.  In many cases,  the  Company  cannot  predict the risks and
uncertainties  that could cause actual results to differ  materially  from those
indicated by the forward-looking statements.

                                       10

<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION

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

ITEM 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------

(c)      Sales of Unregistered Securities
         --------------------------------

         The Company has not issued or sold any unregistered  securities  during
         the quarter  ended  September  30, 1997,  except that,  pursuant to the
         Company's  Employees',  Officers',  Directors'  Stock Option  Plan,  as
         previously  amended and restated (the "Plan"),  the Company canceled an
         aggregate  of  1,067,000   stock  options   previously   issued  to  50
         individuals  at exercise  prices  ranging from $.94 to $2.53 per share.
         These  canceled  options were reissued at exercise  prices ranging from
         $1.08 to $1.24 per share and generally vest over a five-year period and
         are exercisable over a six-year period. In addition, the Company issued
         an aggregate of 77,500 stock options to 17 individuals  pursuant to the
         Plan during the third  quarter of 1997.  These  options  have  exercise
         prices  ranging from $1.24 to $1.35 per share and generally vest over a
         five-year period and are exercisable over a six-year period. All of the
         stock  options  were  granted  by the  Company  in  reliance  upon  the
         exemption  from  registration  available  under  Section  4(2)  of  the
         Securities Act of 1933, as amended. See Note 3 to Notes to Consolidated
         Condensed Financial Statements.

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, 1997.


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<PAGE>


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

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





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