MERRIMAC INDUSTRIES, INC.
                               BOARD OF DIRECTORS


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                        Action Taken by Unanimous Written
                          Consent of Board of Directors
                               in Lieu of Meeting

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     The undersigned,  constituting all the members of the Board of Directors of
Merrimac  Industries,  Inc.,  a  New  Jersey  corporation  (the  "Company"),  in
accordance with Section 14A:6-7.1(5) of the New Jersey Business Corporation Act,
do hereby  consent  in  writing to the  taking of the  actions  embodied  in the
following resolutions,  which are hereby adopted as the resolutions of the Board
of Directors of the Company,  and do further  hereby direct the Secretary of the
Company to file this  Written  Consent  with the minutes of  proceedings  of the
Board of Directors.


     RESOLVED,  that  upon  the  payment  of  the  stock  dividend  (the  "Stock
Dividend")  of the  number of shares of Common  Stock,  par value $.50 per share
(the "Common Stock"), of Merrimac Industries,  Inc. (the "Company") equal to 10%
of the total number of shares of Common Stock  outstanding  on May 15, 1998 (the
"Record  Date") as declared by the Board of  Directors  on May 4, 1998,  (i) the
price per share for each share of Common Stock  subject to  outstanding  options
under  the  Company's  Stock  Option  Plan  for   Non-Employee   Directors  (the
"Non-Employee  Directors  Plan")  shall be adjusted  by dividing  such price per
share immediately prior to the payment of the Stock Dividend by 1.1 and (ii) the
number of shares of Common Stock  subject to each  outstanding  option under the
Non-Employee  Directors  Plan shall be  adjusted  by  multiplying  the number of
shares of Common Stock subject thereto  immediately  prior to the payment of the
Stock Dividend by 1.1; and further

     RESOLVED,  that upon payment of the Stock Dividend, the aggregate number of
shares of Common Stock that may be issued or made  subject to options  under the
Non-Employee Directors Plan be and it is hereby adjusted to 55,000; and further

     RESOLVED,  that the value of any  fractional  shares of Common  Stock  that
would be issuable as a result of the Stock  Dividend shall be paid in cash based
on the value of a share of Common Stock  determined  by the closing price of the
Common Stock on the American Stock Exchange on the Record Date; and further

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     RESOLVED,  that the officers of the Company be, and each of them is hereby,
authorized,  in the name and on  behalf of the  Company,  to make,  execute  and
deliver,  or cause to be made,  executed  and  delivered,  all such  agreements,
documents,  applications,  instruments,  notices and other papers,  and to do or
cause to be done all  such  acts or  things,  in the name and on  behalf  of the
Company and under its corporate seal or otherwise, as they may deem necessary or
appropriate  to effectuate or carry out the purposes and intent of the foregoing
resolutions.


     IN WITNESS WHEREOF,  the undersigned  have executed this Unanimous  Written
Consent as of June 3, 1998.

                                          /s/   Mason N. Carter
                                          -----------------------
                                                Mason N. Carter

                                          /s/   Eugene W. Niemiec
                                          -----------------------
                                                Eugene W. Niemiec

                                          /s/   Albert H. Cohen
                                          -----------------------
                                                Albert H. Cohen

                                          /s/   Joel H. Goldberg
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                                                Joel H. Goldberg

                                          /s/   Frederick J. Gumm
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                                                Frederick J. Gumm

                                          /s/   Arthur A. Oliner
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                                                Arthur A. Oliner

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