EXHIBIT 31.2.1


              CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Howard L. Flanders, Executive Vice President and Chief Financial Officer of
All American Semiconductor, Inc., certify that:

1.   I have reviewed this amendment to annual report on Form 10-K of All
     American Semiconductor, Inc.;
2.   Based on my knowledge, this amendment does not contain any untrue statement
     of a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     amendment.


Date:  April 28, 2006       /s/ HOWARD L. FLANDERS
                            -------------------------------------
                            Howard L. Flanders
                            Executive Vice President and Chief Financial Officer