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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 MARCH 31, 1998

                         Commission File Number: 0-16207



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


           DELAWARE                                                   59-2814714
(STATE OR OTHER JURISDICTION OF                                 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

16115 NORTHWEST 52ND AVENUE, MIAMI, FLORIDA                                33014
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 621-8282


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

As of May 12,  1998,  19,863,895  shares  (including  160,703  shares  held by a
wholly-owned  subsidiary of the  Registrant) of the common stock of All American
Semiconductor, Inc. were outstanding.



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<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

FORM 10-Q - INDEX




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



I          FINANCIAL INFORMATION:

      1.   Financial Statements

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

           Consolidated Condensed Statements of Income for the Quarters
             Ended March 31, 1998 and 1997 (Unaudited)......................   2

           Consolidated Condensed Statements of Cash Flows for the
             Quarters Ended March 31, 1998 and 1997 (Unaudited).............   3

           Notes to Consolidated Condensed Financial Statements (Unaudited).   4

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


II         OTHER INFORMATION:

      2.   Changes in Securities and Use of Proceeds........................   8

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

           SIGNATURES.......................................................   8


                                       i
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                    MARCH 31           December 31
ASSETS                                                                                  1998                  1997
------------------------------------------------------------------------------------------------------------------
                                                                                  (UNAUDITED)
<S>                                                                          <C>                   <C>            
Current assets:
  Cash  ..............................................................       $       101,000       $       444,000
  Accounts receivable, less allowances for doubtful
    accounts of $1,300,000 and $1,166,000.............................            34,499,000            32,897,000
  Inventories.........................................................            67,128,000            67,909,000
  Other current assets................................................             2,253,000             2,074,000
                                                                             ---------------       ---------------
    Total current assets..............................................           103,981,000           103,324,000
Property, plant and equipment - net...................................             4,571,000             4,779,000
Deposits and other assets.............................................             3,099,000             3,157,000
Excess of cost over fair value of net assets acquired - net...........             1,013,000             1,026,000
                                                                             ---------------       ---------------
                                                                             $   112,664,000       $   112,286,000
                                                                             ===============       ===============

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

Current liabilities:
  Current portion of long-term debt...................................       $       319,000       $       304,000
  Accounts payable and accrued expenses...............................            38,623,000            39,154,000
  Income taxes payable................................................               305,000               389,000
  Other current liabilities...........................................               196,000               169,000
                                                                             ---------------       ---------------
    Total current liabilities.........................................            39,443,000            40,016,000
Long-term debt:
  Notes payable.......................................................            39,579,000            39,084,000
  Subordinated debt...................................................             6,231,000             6,293,000
  Other long-term debt................................................             1,219,000             1,219,000
                                                                             ---------------       ---------------
                                                                                  86,472,000            86,612,000
                                                                             ---------------       ---------------

Commitments and contingencies

Shareholders' equity:
  Preferred stock, $.01 par value, 1,000,000 shares
    authorized, none issued...........................................                     -                     -
  Common stock, $.01 par value, 40,000,000 shares
    authorized, 19,863,895 and 20,353,894 shares issued,
    19,863,895 shares outstanding.....................................               199,000               199,000
  Capital in excess of par value......................................            25,588,000            25,588,000
  Retained earnings...................................................               856,000               338,000
  Treasury stock, at cost, 180,295 shares.............................              (451,000)             (451,000)
                                                                             ---------------       ---------------
                                                                                  26,192,000            25,674,000
                                                                             ---------------       ---------------
                                                                             $   112,664,000       $   112,286,000
                                                                             ===============       ===============
</TABLE>



See notes to consolidated condensed financial statements


                                       1
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ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)


<TABLE>
<CAPTION>
QUARTERS ENDED MARCH 31                                                              1998                      1997
-------------------------------------------------------------------------------------------------------------------

<S>                                                                      <C>                       <C>             
NET SALES.....................................................           $     63,530,000          $     62,239,000
Cost of sales.................................................                (49,419,000)              (48,099,000)
                                                                         ----------------          ----------------
Gross profit..................................................                 14,111,000                14,140,000
Selling, general and administrative expenses..................                (12,104,000)              (12,413,000)
                                                                         ----------------          ----------------

INCOME FROM OPERATIONS........................................                  2,007,000                 1,727,000
Interest expense..............................................                 (1,098,000)               (1,197,000)
                                                                         ----------------          ----------------

INCOME BEFORE INCOME TAXES....................................                    909,000                   530,000
Income tax provision..........................................                   (391,000)                 (228,000)
                                                                         ----------------          ----------------

NET INCOME....................................................           $        518,000          $        302,000
                                                                         ================          ================

Basic and diluted earnings per share..........................                     $  .03                     $ .02
                                                                                   ======                     =====
</TABLE>


See notes to consolidated condensed financial statements


                                       2
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
<CAPTION>
QUARTERS ENDED MARCH 31                                                                1998                    1997
-------------------------------------------------------------------------------------------------------------------

<S>                                                                           <C>                     <C>          
Cash Flows Provided By (Used For) Operating Activities............            $    (669,000)          $   4,652,000
                                                                              -------------           -------------

Cash Flows From Investing Activities:
Acquisition of property and equipment.............................                  (40,000)                (49,000)
Increase in other assets..........................................                  (77,000)                (34,000)
                                                                              -------------           -------------

    Cash flows used for investing activities......................                 (117,000)                (83,000)
                                                                              -------------           -------------

Cash Flows From Financing Activities:
Net borrowings (repayments) under line of credit agreement........                  503,000              (4,839,000)
Repayments of notes payable.......................................                  (60,000)                (66,000)
Net proceeds from issuance of equity securities...................                        -                  15,000
                                                                              -------------           -------------

    Cash flows provided by (used for) financing activities........                  443,000              (4,890,000)
                                                                              -------------           -------------

Decrease in cash..................................................                 (343,000)               (321,000)
Cash, beginning of period.........................................                  444,000                 525,000
                                                                              -------------           -------------

Cash, end of period...............................................            $     101,000           $     204,000
                                                                              =============           =============

Supplemental Cash Flow Information:
Interest paid.....................................................            $     913,000           $   1,079,000
                                                                              =============           =============

Income taxes paid.................................................            $     479,000           $      11,000
                                                                              =============           =============
</TABLE>


See notes to consolidated condensed financial statements


                                       3
<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 March 31,  1998,  and the  results of  operations  and the cash flows for all
periods  presented.  The results of operations  for the interim  periods are not
necessarily indicative of the results to be obtained for the entire year.

For a summary of significant  accounting  policies  (which have not changed from
December 31,  1997) and  additional  financial  information,  see the  Company's
Annual Report on Form 10-K for the year ended  December 31, 1997,  including the
consolidated  financial  statements  and notes  thereto  which should be read in
conjunction with these financial statements.

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

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

QUARTERS ENDED MARCH 31                            1998                     1997
--------------------------------------------------------------------------------

Basic................................        19,683,600               19,665,378
Diluted..............................        20,146,069               19,697,790

2.       LONG-TERM DEBT

Outstanding  borrowings at March 31, 1998 under the Company's  $100 million line
of credit facility aggregated $39,503,000.

3.       OPTIONS

During the quarter  ended March 31,  1998,  the Company  granted an aggregate of
195,000 stock options to 31 individuals  pursuant to the Employees',  Officers',
Directors' Stock Option Plan, as previously amended and restated.  These options
have an exercise  price of $1.44 per share and  generally  vest over a five-year
period and are exercisable over a six-year period.


                                       4
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

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

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

Net sales for the first  quarter of 1998  increased  to $63.5  million  from net
sales of $62.2  million  for the same period of 1997.  The  increase in sales is
attributable  to volume  increases  which more than  offset the  decline in unit
prices on certain products.  In addition,  the Company continues to benefit from
its expanded service capabilities including electronic commerce programs.

Gross  profit  was $14.1  million  for both the first  quarter of 1998 and 1997.
Gross profit margins as a percentage of net sales were 22.2% for the first three
months of 1998  compared  to 22.7% for the same  period of 1997.  The decline in
gross  profit  margins  reflects a greater  number of low margin,  large  volume
transactions  during the first quarter of 1998 than in the first quarter of 1997
as well as 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 $12.1 million for the
first  quarter of 1998 down from $12.4  million  for the first  quarter of 1997.
Even  with  an  increase  in net  sales,  SG&A  decreased  in  absolute  dollars
reflecting the continued  benefits of the Company's  expense  control  programs.
SG&A as a percentage of net sales  improved to 19.1% for the quarter ended March
31, 1998, compared to 19.9% for the same period of 1997. 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 net sales.  With its present  infrastructure,  including
the Company's  excess plant capacity,  the Company  believes that it can support
higher sales without a significant  increase in fixed costs.  This should result
in improved operating  efficiencies and greater economies of scale in the future
if the Company succeeds in increasing its sales volume. SG&A in absolute dollars
and as a percentage of net sales may increase in the near term.

Income from  operations  increased to $2.0 million for the first quarter of 1998
from $1.7  million for the first  quarter of 1997.  The  increase in income from
operations was  attributable to the increase in net sales,  the benefits derived
from the Company's cost control  programs,  improved  operating  efficiencies as
well as the decrease in SG&A both in absolute dollars and as a percentage of net
sales.


                                       5
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

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

Interest  expense  decreased  slightly to $1.1 million for the first  quarter of
1998  compared  to $1.2  million for the same  period of 1997.  The  decrease in
interest expense resulted from lower average borrowings.

Net income was $518,000  ($.03 per share) for the quarter  ended March 31, 1998,
up from $302,000  ($.02 per share) for the same period of 1997.  The increase in
earnings  for the first  three  months of 1998  reflects  the  increase in sales
combined with improved operating efficiencies as well as a reduction in interest
expense, all as previously discussed.

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

Working  capital at March 31,  1998  increased  to $64.5  million  from  working
capital of $63.3  million at December 31, 1997.  The current  ratio  improved to
2.64:1 at March 31, 1998, compared to 2.58:1 at December 31, 1997. The increases
in working capital and in the current ratio were due primarily to an increase in
accounts receivable and a decrease in accounts payable.  These changes more than
offset a decrease in  inventory.  Accounts  receivable  levels at March 31, 1998
were $34.5 million, up from accounts receivable of $32.9 million at December 31,
1997, reflecting increased sales for March 1998 over December 1997.

During the first quarter of 1998, as a result of the Company  satisfying certain
conditions, the Company's borrowing rate under its credit facility was decreased
by one-quarter of one percent (.25%). At March 31, 1998,  outstanding borrowings
under this facility aggregated $39.5 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.

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.  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 as well as the
level of demand for products of its customers, availability of products from and
the  establishment  and  maintenance  of  relationships  with  suppliers,  price
competition for products sold by the Company, management of growth and expenses,
the  Company's  ability to  collect  accounts  receivable,  price  decreases  on
inventory that is not price  protected,  gross profit margins,  availability and
terms  of  financing  to  fund  capital  needs,  the  continued  enhancement  of
telecommunication,  computer and  information  systems,  the  achievement by the
Company and its vendors and customers of Year


                                       6
<PAGE>


ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

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

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

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


                                       7

<PAGE>
ALL AMERICAN SEMICONDUCTOR, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION

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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  March  31,  1998,  except  that,  pursuant  to the
         Company's  Employees',  Officers',  Directors'  Stock Option  Plan,  as
         previously  amended and restated,  the Company granted stock options to
         31  individuals  during the  quarter  ended  March 31, 1998 to purchase
         195,000  shares of the Company's  common stock at an exercise  price of
         $1.44 per share.  The stock  options  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 March 31, 1998.

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

                                   SIGNATURES

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

                            ALL AMERICAN SEMICONDUCTOR, INC.
                            ----------------------------------------------------
                            (Registrant)

Date:  May 12, 1998         /s/ PAUL GOLDBERG
                            ----------------------------------------------------
                                Paul Goldberg, Chairman of the Board
                                (Duly Authorized Officer)

Date:  May 12, 1998         /s/ HOWARD L. FLANDERS
                            ----------------------------------------------------
                                Howard L. Flanders, Executive Vice President and
                                Chief Financial Officer
                                (Principal Financial and Accounting Officer)

                                       8