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): June 11, 2004



                        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 5.  Other Events.

         All American Semiconductor, Inc. (the "Company") announced the entering
into on June 11, 2004 of an amendment to the Company's credit facility
providing, among other things, for an increase in the line of credit facility
from $65 million to $85 million and for a modification of the definition of
eligible receivables thereby increasing the amount that the Company may borrow
under the credit facility. The Company will utilize the credit facility to
finance its continued growth as well as to repay certain subordinated debentures
that mature June 13, 2004 in the approximate outstanding principal amount of
$5,150,000. A copy of the Company's press release issued on June 11, 2004
concerning the foregoing is furnished as part of this report.

Item 7.  Financial Statements and Exhibits.

    (c)  Exhibits

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

             99                  Press Release dated June 11, 2004.


                                    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: June 14, 2004                 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 June 11, 2004.

EX-99

                                   Exhibit 99

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

                       ALL AMERICAN SEMICONDUCTOR RECEIVES
                           INCREASE IN CREDIT FACILITY

                      Amendment Boosts Existing Line by 30%

Miami, FL - June 11, 2004 -- All American Semiconductor, Inc. (The Nasdaq Stock
Market:SEMI), a leading distributor of electronic components, today announced
that it has amended its revolving line of credit facility with a consortium of
banks led by Harris Trust and Savings Bank, a subsidiary of the Bank of
Montreal. The amendment provides, among other things, for an increase in the
line of credit facility from $65 million to $85 million. The Company will
utilize the credit facility to finance its continued growth as well as to repay
certain subordinated debentures that mature June 13, 2004 in the approximate
outstanding principal amount of $5,150,000.

Howard L. Flanders, Executive Vice President and Chief Financial Officer of All
American, commented, "We are very pleased with this vote of confidence from our
bank group. While we continue to explore additional sources of capital to
support our anticipated growth, we believe that this increase in bank debt is a
cost-effective source of funds. The increased facility provides All American
with greater flexibility to address our working capital needs as we pursue our
initiatives for continued growth and further improved profitability. With the
mounting signs of health in the overall economy and the recovery that appears to
be ongoing in our industry, we remain optimistic about the opportunities for
continued growth for All American."

All American is recognized as the nation's 4th largest distributor of
semiconductors and the 9th largest electronic components distributor overall.
The Company has offices in 36 strategic locations throughout North America, as
well as operations in both Asia and Europe.

To the extent that this press release discusses future performance,
expectations, beliefs or intentions about our bookings, sales, markets, growth,
profitability or otherwise makes statements about mounting signs of health with
respect to economic, industry or market conditions and business activity and/or
industry recovery, 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 strength of industry and market conditions and
business activity being less than we believe or failing to continue and/or
further improve; the health of the overall economy; the recovery of the
industry; insufficient funds from operations, from the Company's credit facility
and from other sources (debt and/or equity) to support the Company's operations,
including being able to obtain additional debt and/or equity on terms
satisfactory to the Company; an increase in interest rates; 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. The Company undertakes no obligation to
update publicly or revise any forward-looking statements, business risks and/or
uncertainties.

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