8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------


                                    FORM 8-K


                                 CURRENT REPORT
                         Pursuant to Section 13 or 15(d)
                                     of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):         August 15, 2002
                                                          ---------------


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


                                    DELAWARE
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                 (State or other jurisdiction of incorporation)


0-16207                                                          59-2814714
- ----------------                                             -------------------
(Commission File Number)                                      (I.R.S. Employer
                                                             Identification No.)


16115 N.W. 52nd Avenue, Miami, Florida                                33014
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(Address of principal executive offices)                            (Zip Code)


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


                                      N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



Item 5.  Other Events.
         ------------

         On August 15, 2002, All American Semiconductor, Inc. (the "Registrant")
issued a press release announcing the continuation of the Company's stock
repurchase program. Reference is made to the press release filed as Exhibit 99
hereto. The information set forth in Exhibit 99 is hereby incorporated herein by
reference.

         Notwithstanding the continuation of the Company's stock repurchase
program, there can be no assurance that the Company will repurchase all or any
specific amount of the common stock contemplated to be repurchased under such
program or as to the timing thereof.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

         (c)   Exhibits

   Exhibit
    Number                              Description
  ---------           ----------------------------------------------------------

     99               Press release, dated August 15, 2002, announcing the
                      continuation of the Company's stock repurchase program.



                                   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.


Dated:  August 15, 2002                By: /s/ HOWARD L. FLANDERS
                                           -------------------------------------
                                           Howard L. Flanders, Executive Vice
                                           President and Chief Financial Officer

EX-99

                                   EXHIBIT 99
                                   ----------

                              FOR IMMEDIATE RELEASE
                              ---------------------

                      ALL AMERICAN ANNOUNCES STOCK BUY BACK
                      -------------------------------------

Miami, FL -- August 15, 2002 -- All American Semiconductor, Inc. (The Nasdaq
Stock Market:SEMI), a leading national distributor of electronic components,
today announced that its board of directors has authorized the continuance of
the stock repurchase program, originally approved by the board and announced in
1999, which provided for the repurchase of up to $2 million in purchase price of
the Company's common stock. Previously, the Company had purchased an aggregate
of 147,186 shares, or 4% of the then outstanding shares, for a total of
approximately $484,000. The stock repurchases may, at the discretion of the
Company's management, be made from time to time at prevailing prices in the open
market or through privately negotiated transactions. The Company's management
will base its decision on market conditions, the price of the Company's common
stock and other factors. The Company currently intends to make stock repurchases
using available cash flow from operations.

"The continuation of this program reflects the board's confidence in our
long-term prospects and our belief that our stock is currently undervalued,"
said Bruce M. Goldberg, President and Chief Executive Officer of All American.

All American is recognized as the nation's 5th largest distributor of
semiconductors and the 10th largest electronic components distributor overall.
The Company has offices in 36 strategic locations throughout North America.

To the extent that this press release discusses future performance,
expectations, beliefs or intentions about our growth or otherwise makes
statements about the Company's long-term prospects or the value of the Company's
common stock, the statements are forward-looking and are subject to a number of
risks and uncertainties that could cause actual results, performance or
achievements to differ materially from the statements made. Factors that could
adversely affect the Company's long-term prospects or future performance or
achievements or the value of the Company's common stock 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 or to buy back its common
stock pursuant to the Company's stock repurchase program; problems with
telecommunication, computer and information systems; the inability of the
Company to expand its product 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 impact from changes
in accounting rules; the adverse impact of terrorism on the economy; the success
of the Company in buying back its common stock pursuant to its stock repurchase
program; and the other risks and factors including those detailed in the
Company's reports on Forms 10-K and Forms 10-Q and other 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.

CONTACT:
Bruce M. Goldberg, CEO
Howard L. Flanders, CFO
(305) 621-8282 x1417