8-K

                                  UNITED STATES
                       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): May 14, 2003


                        ALL AMERICAN SEMICONDUCTOR, INC.

             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


0-16207                                                               59-2814714
(Commission File Number)                                        (I.R.S. Employer
                                                             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


                                 Not Applicable
          (Former name or former address, if changed since last report)




Item 7.  Financial Statements and Exhibits.

         (c)   Exhibits

               Exhibit No.             Exhibit Description
               -----------             -------------------

               99                      Press Release dated May 15, 2003.

Item 9.  Regulation FD Disclosure (Item 12. Results of Operations and Financial
         Condition).

         All American Semiconductor, Inc. (the "Company") announced its first
quarter results for the period ended March 31, 2003 and the entering into on May
14, 2003 of a new $65 million three year secured revolving credit facility. A
copy of the Company's press release issued on May 15, 2003 concerning the
foregoing is furnished as part of this report pursuant to Item 12 of this Form
8-K.


                                    SIGNATURE
                                    ---------

         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 hereunto duly authorized.


                                       ALL AMERICAN SEMICONDUCTOR, INC.


Date: May 15, 2003                     By: /s/ HOWARD L. FLANDERS
                                           -------------------------------------
                                           Howard L. Flanders
                                           Executive Vice President and
                                           Chief Financial Officer




                                  EXHIBIT INDEX
                                  -------------

         Exhibit No.              Exhibit Description
         -----------              -------------------

         99                       Press Release dated May 15, 2003.

EX-99

                                   Exhibit 99

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

                      ALL AMERICAN ANNOUNCES FIRST QUARTER
                      ------------------------------------
                         RESULTS AND NEW CREDIT FACILITY
                         -------------------------------


Miami, FL - May 15, 2003 -- All American Semiconductor, Inc. (The Nasdaq Stock
Market:SEMI), a leading distributor of electronic components, today announced
its results for the first quarter of 2003.

Net sales for the quarter ended March 31, 2003 were $69.9 million, compared to
$82.1 million for the same period of 2002. Income from operations was $684,000
for the first quarter of 2003, compared to $1.2 million for the first quarter of
last year. Net income for the quarter ended March 31, 2003 was $61,000 or $.02
per share (diluted), compared to $119,000 or $.03 per share (diluted) for the
first quarter of 2002.

On May 14, 2003, the Company entered into a new $65 million, three year secured
revolving credit facility with a consortium of banks led by Harris Trust and
Savings Bank, a subsidiary of the Bank of Montreal. The new bank group consists
of four banks, three of which were participants in the Company's previous credit
facility. The new facility replaced the previous $60 million credit facility and
is similar in structure.

Bruce M. Goldberg, President and Chief Executive Officer of All American,
stated, "Despite the sustained weakness in market conditions, we were able to
record our fifth consecutive quarter of modest profitability. We continue to
work diligently at controlling our expenses and managing our working capital,
however it remains unclear when our industry will see signs of improved
conditions. We remain confident that the electronics component market will
rebound, although when and to what extent is still difficult to project. We
believe that All American is well positioned and that our continued commitment
to our core strategies will result in benefits to our shareholders in future
periods."

Mr. Goldberg continued, "We are excited to have obtained this new expanded three
year credit facility at a time when economic and industry conditions remain
weak. We are proud of the vote of confidence given to us by our bank group in
providing us this facility. With the increased amount of the new facility and
our present borrowing level, this facility could provide over $30 million of
additional working capital for future growth. The increased facility, combined
with our continued confidence in our relationship with our bank group, will
provide the flexibility needed when industry conditions improve."

All American is recognized as the nation's 4th 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 financial projections, future
performance, expectations, beliefs or intentions about our bookings, sales,
markets, operating results, growth, or otherwise makes statements about market
conditions or our industry's or the Company's future or plans, including the
Company's expectations regarding its new credit facility, 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
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 borrowing base
formula under the new credit facility not permitting the Company to borrow the
maximum amount under the facility; the Company's failure to meet the financial
covenants and ratio requirements under the new credit facility; the continuance
of a trend for electronics manufacturing to move offshore; the level of
effectiveness of the Company's business and marketing strategies, including
those outside North America; 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, particularly one of our largest 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 and fulfillment
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 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
any product liability or warranty claims; the impact from changes in accounting
rules; the adverse impact of terrorism on the economy; 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. The Company undertakes
no obligation to update publicly or revise any forward-looking statements,
business risks and/or uncertainties.

                            (see accompanying table)

                        ALL AMERICAN SEMICONDUCTOR, INC.
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in thousands
except per share amounts)


Quarters Ended March 31                    2003                2002
- -------------------------------------------------------------------

Net Sales                         $      69,869       $      82,142
                                  =============       =============

Income from Operations            $         684       $       1,151
                                  =============       =============

Net Income                        $          61       $         119
                                  =============       =============
Earnings Per Share:
  Basic                                    $.02                $.03
                                           ====                ====
  Diluted                                  $.02                $.03
                                           ====                ====
Average Shares:
  Basic                               3,819,763           3,856,904
                                  =============       =============
  Diluted                             3,819,862           3,878,447
                                  =============       =============

                                      # # #

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