UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                   FORM 10-KSB

Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of 1934

For the fiscal year ended January 3, 1998

Commission file number 0-11201

                            Merrimac Industries, Inc.
      -------------------------------------------------------------------------
           (Name of small business issuer as specified in its charter)

                New Jersey                              22-1642321
      --------------------------------     ------------------------------------
       (State or other jurisdiction of     (I.R.S. Employer Identification No.)
         incorporation or organization)

      41 Fairfield Place West Caldwell, New Jersey               07006
      ---------------------------------------------      ----------------------
        (Address of principal executive offices)               (Zip code)

Registrant's telephone number including area code 973-575-1300

Securities registered pursuant to Section 12(b) of the Exchange Act:

      Title of each class             Name of each Exchange on which registered
      -------------------             -----------------------------------------
          Common Stock                            American Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act: None

     Check whether the registrant (1) has filed all reports required to be filed
by  Section 13 or 15 (d) of the  Exchange  Act during the 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure  will not
be contained, to the best of  registrant's  knowledge,  in  definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.( )

     State registrant's revenues for its most recent fiscal year: $18,659,106.

     The  aggregate  market value of voting stock held by  non-affiliates  based
upon the  average  price of such stock as quoted on AMEX for  March 27, 1998 was
$19,044,000.  Shares of Common Stock held by each officer and director have been
excluded in that such persons may be deemed to be affiliates.

     Registrant's  Common  Stock  outstanding  at March 27,  1998 was  1,577,834
shares.

                 DOCUMENTS INCORPORATED BY REFERENCE

Part I    - Certain  information  contained in the Annual Report to Stockholders
  &         for Fiscal Year Ended January 3, 1998.
Part II   - Filed as Exhibit 13 herewith.

Part III  - Certain information contained in the Proxy Statement for May 20,
            1998 Annual Meeting of Stockholders.



Exhibit index on page 9.

                                     

<PAGE>
                                     PART I

     Merrimac  Industries,  Inc.,  originally  known as  Merrimac  Research  and
Development,  was  incorporated in 1954 under the laws of the State of New York,
to design and produce unique microwave and radio frequency components previously
unavailable to the industry. Merrimac Industries, Inc. was reincorporated in New
Jersey in 1994 and is  hereinafter  sometimes  referred to as  "Merrimac" or the
"Company".

ITEM 1. DESCRIPTION OF BUSINESS.

Cautionary Statement
--------------------

     Certain statements in this Annual Report on Form 10-KSB are forward-looking
statements based on current management expectations and are subject to risks and
uncertainties.  Factors  that could  cause  future  results to differ from these
expectations  include  general  economic  and industry  conditions,  competitive
products  and  pricing  pressures,  risks  relating to  governmental  regulatory
actions in  communications  and defense  programs,  and  inventory  risks due to
technological innovation.  Additional factors to which the Company's performance
is subject are described in the  Company's  reports filed from time to time with
the Securities and Exchange Commission.


General
-------

     Merrimac is a leader in passive RF and microwave  components  for industry,
government and science.  Merrimac  components are today found in applications as
diverse as satellites,  combat and commercial aircraft,  cellular radio systems,
magnetic  resonance  medical  diagnostic  instruments,  personal  communications
systems (PCS) and wireless internet connectivity.

     Merrimac   has   become  a   versatile   technologically-oriented   company
specializing in miniature radio frequency lumped-element components,  integrated
networks, microstrip and stripline microwave components,  subsystems and ferrite
attenuators.  Of special significance has been the combination of two or more of
these technologies into single components,  to achieve superior  performance and
reliability while minimizing package size and weight.

     The Company  manufactures  and sells  approximately  1,500  components  and
subsystems  used  in  signal  processing  systems  (the  extraction  of  useable
information from radio signals) in the frequency spectrum of D.C. to 65 GHz. The
Company's  products are designed to process  signals having wide  bandwidths and
are of relatively small size and  lightweight.  When integrated into subsystems,
advantages  of lower cost and smaller  size are  realized  due to the removal of
connectors,  cases and headers. The Company's components range in price from $20
to $10,000 and its subsystems range from $500 to $75,000, or more.

     The Company has traditionally developed and offered for sale products built
to specific customer needs and standard catalog items. Approximately 33% of 1997
revenues  were  derived from initial  orders for  products  custom  designed for
specific customer  applications,  42% from repeat orders for such products,  and
25% from catalog sales.

     Prior to 1997, the Company distributed its product catalog that was updated
and  re-printed  approximately  every two years.  Now the Company  maintains  an
electronic  catalog on its  internet  website.  The  Merrimac  catalog  includes
hundreds of standard  components,  and was compiled to provide a  well-balanced,
in-depth choice of passive signal processing components.  These components often
form the platform-basis for customization of designs in which the size, package,
finish, electrical parameters, environmental performance, reliability, etc., are
tailored for a specific customer application.

     The  Company's  strategy  is to be a  reliable  supplier  of high  quality,
technically  innovative signal processing products.  The Company coordinates its
marketing, research and development, and manufacturing operations to develop new
products  and  expand its  markets.  The  Company's  marketing  and  development
activities  focus on identifying  and producing  prototypes for new military and
commercial  programs  and  applications  in  aerospace,   navigational  systems,
telecommunications  and  cellular  analog and  digital  (PCS)  electronics.  The
Company's  research  and  development  efforts are  targeted  towards  providing
customers  with more  complex,  reliable,  and compact  products at lower costs.

                                      -1-
<PAGE>
     Today,  the major aerospace  companies  purchase  components and subsystems
from Merrimac  including many complex I&Q networks,  quadraphase  modulators and
antenna  beamformers.  Merrimac  design  engineers work to develop  solutions to
customer  requirements that are unique or require special performance.  Merrimac
is committed to continuously  enhancing its leading position in high-performance
electronic  signal  processing   components  for  communications,   defense  and
aerospace applications.

     Improved  production  efficiencies  coupled  with the capacity of the newly
operational low-cost manufacturing facility in Costa Rica and more extensive use
of automated test equipment such as Hewlett  Packard network  analyzers  (models
8510,  8720 and 8735) have  resulted in a  considerable  reduction of the set-up
time to take  measurements,  calibrate test equipment and print out hard copy of
data.  In addition,  computerized  cost  controls such as closed job history and
up-to-date  work in process costs are also  enhancing the Company's  competitive
position.  Laser marking  continues to be incorporated into the process of metal
packages,  providing totally permanent  marking,  greater  flexibility and lower
costs. See also discussion of CAD/CAM in "Research and Development" below.

     For a  discussion  of financial  information  about the nature of business,
foreign and domestic operations and export sales, reference is made to Note 9 to
Consolidated Financial Statements in the Company's Annual Report to Stockholders
for Fiscal  Year Ended  January 3, 1998,  which note is  incorporated  herein by
reference.

Products
--------

     The Company's major product  categories  are: (1) power  dividers/combiners
that  equally  divide  input  signals or  combine  coherent  signals  for nearly
lossless power  combinations;  (2) I&Q networks (a subassembly of circuits which
allows two  information  signals  (incident and  quadrature)  to be carried on a
single  radio  signal  for  use  in  digital   communication   and  navigational
positioning);  (3)  directional  couplers that allow for signal  sampling  along
transmission  lines;  (4) phase shifters that accurately and repeatedly  alter a
signal's  phase   transmission   to  achieve   desired   signal   processing  or
demodulation;  (5) hybrid  junctions  that serve to split input signals into two
output  signals with 0 degree phase  difference or 180 degrees out of phase with
respect to each  other;(6)  balanced  mixers that convert input  frequencies  to
another  frequency;  (7)  variable  attenuators  that serve to control or reduce
power  flow  without  distortion;  (8)  beamformers  that  permit an  antenna to
electronically track or transmit a signal; (9) quadrature couplers that serve to
split input signals into two output signals 90 degrees out of phase with respect
to  each  other  or  combine  equal  amplitude   quadrature  signals;  and  (10)
solid-state  switches that control signal  routing.  The Company's other product
categories  include single side band  modulators,  image reject  mixers,  vector
modulators and a wide variety of specialized integrated assemblies.  In the last
fiscal  year,  no one product  accounted  for more than ten percent of total net
sales.

     About 44% of the  Company's  sales were  derived from the sales of products
for use in high-reliability  aerospace,  satellite,  and missile applications in
1997.  These  products  are designed to withstand  severe  environments  without
failure or maintenance over prolonged periods of time (from 5 to 20 years).  The
Company provides facilities dedicated to the design,  development,  manufacture,
and  testing  of these  products  along  with  special  program  management  and
documentation  personnel.  The  Company  offers  products  in most of its  major
categories for high-reliability applications.

     The Company's  products are also used in a broad range of other defense and
commercial  applications,  including radar,  navigation,  missiles,  satellites,
electronic warfare and counter-measures, cellular analog and digital electronics
(PCS) and communications  equipment. The Company's products are also utilized in
systems to receive and distribute television signals from satellites and through
other microwave networks including cellular radio.





                                      -2-
<PAGE>

Marketing
---------

     The Company  markets its products in the United States and Canada  directly
to customers  through a marketing staff comprised of 10 employees and through 15
independent  domestic  sales  organizations.  The  Company's  marketing  program
focuses on identifying new programs and  applications  for which the Company can
develop prototypes leading to volume production orders.

     The Company utilizes  approximately 17 independent  sales  organizations to
market its products  elsewhere in the world. Sales to foreign customers amounted
to: $5,731,000  (30.7% of sales) in fiscal 1997;  $4,390,000 (31.0% of sales) in
fiscal 1996; and $4,229,000 (29.4% of sales) in fiscal 1995.

     The Company's  customers are primarily major industrial  corporations  that
incorporate the Company's products into a wide variety of defense and commercial
systems.  The Company's  customers include Raytheon,  Boeing,  Northrop Grumman,
Lockheed  Martin,  Harris  Corp.,  Litton  Industries,   Hughes  Aircraft,  TRW,
Southwest  Research and Motorola.  Sales to any one foreign  geographic area did
not exceed 10% of net sales for 1997, 1996 or 1995.  Sales to Lockheed Martin in
1997 and 1996  amounted  to 13.4% and 10.8% of net sales,  respectively.  No one
customer accounted for more than 10% of net sales in 1995.

     The  Company  has a  uniform  resource  locator  ("URL")  internet  address
(www.merrimacind.com)  and has  established  a commercial  presence on the World
Wide Web and makes its product catalog available on the Company website.


Research and Development
------------------------

     During fiscal 1997, 1996 and 1995,  research and  development  expenditures
amounted to $556,000, $246,000 and $275,000,  respectively. The Company plans to
commit development funds at the same level in 1998 as in 1997 and will focus its
efforts at specific customer  applications  requiring  further  miniaturization,
precision and volume applications.

     The Company's research and development  activities  include  development of
prototypes  for new  programs and  applications  and the  implementation  of new
technologies to enhance the Company's competitive position. Projects focusing on
surface mounted devices (SMD)  multi-layer and  micro-electronic  assemblies are
directed toward  development of more circuitry in smaller,  lower cost, and more
reliable  packaging  that is  easier  for  customers  to  integrate  into  their
products.  The Company  continues to expand its use of computer aided design and
manufacturing  (CAD/CAM) in order to reduce  design and  manufacturing  costs as
well as development time.

Backlog
-------

     The Company manufactures  specialized components and subsystems pursuant to
firm orders from customers and standard components for inventory.  At January 3,
1998, the Company had a firm backlog of orders of approximately $9,758,000.  The
Company  estimates  that  approximately  90% of the orders in its  backlog as of
January 3, 1998 will be shipped  within one year.  The Company does not consider
its business to be seasonal.



                                      -3-
<PAGE>
Competition
-----------

     The Company  encounters  competition  in all aspects of its  business.  The
Company  competes  both  domestically  and  internationally  in the military and
commercial markets and specifically within the aerospace and  telecommunications
areas. The Company's competitors consist of entities of all sizes. Occasionally,
smaller  companies  offer  lower  prices  due to lower  overhead  expenses,  and
generally larger companies have greater  financial and operating  resources than
the  Company.  The  Company  competes  with  all  on a  basis  of  technological
performance,   quality,   reliability  and  dependability  in  meeting  shipping
schedules as well as on the basis of price.  The Company believes that the above
factors have served well in earning the respect and loyalty of many customers in
the  industry.  These  factors  have  enabled  the  Company  over  the  years to
successfully  maintain a stable  customer base and have directly  contributed to
the Company's ability to attract new customers.


Manufacturing, Assembly and Source of Supply
--------------------------------------------

     Manufacturing  operations  consist  principally  of  design,  assembly  and
testing of components and subsystems built from purchased  electronic  materials
and   components,   fabricated   parts,   and  printed   circuits.   Manual  and
semi-automatic  methods  are  utilized  depending  principally  upon  production
volumes.  The Company has its own machine shop employing CAD/CAM  techniques and
etching facilities to handle soft and hard substrate materials. In addition, the
Company  maintains  testing  and  inspection  procedures  intended  to  minimize
production   errors  and  enhance   product   reliability.   The  Company  began
manufacturing  in Costa Rica in the second half of 1996. In January 1998,  these
operations were moved to a larger facility.

     During 1997,  the Company  continued  to implement  programs to improve the
efficiency of manufacturing  operations and reduce costs. The Company  continues
to establish more stringent  procedures and  documentation  standards to provide
for the prompt transfer of the production of prototype products from engineering
to manufacturing.  To enhance the structure and quality of these functions,  ISO
9001 certification is being sought for the Company. The Company's  manufacturing
subsidiary  located in Costa Rica has recently obtained ISO 9002  certification.
Documentation  improvements are being implemented which will also strengthen the
Company's  position as a world class quality  supplier upon  completion of these
process improvements.

     Generally,  the  Company  uses  manufacturing  cost  savings to enhance its
competitive position.

     Electronic  components and raw materials used in the Company's products are
generally  available  from a  sufficient  number of  qualified  suppliers.  Some
materials are standard items.  Subcontractors  manufacture  certain materials to
the  Company's  specifications.  The  Company is not  dependent  upon any single
supplier for any of its components or materials.

    



                                      -4-
<PAGE>

     
Employee relations
------------------

     As of January 3, 1998 the Company employed  approximately  170 persons,  of
which  30 are  employed  at the  Company's  Costa  Rica  facility.  None  of the
Company's  employees are  represented by a labor  organization.  The Company has
never  experienced  a work  stoppage  or  interruption  due to a labor  dispute.
Management believes that its relations with its employees are satisfactory.


Patents
-------

     The  Company  owns  15  patents  with  respect  to  certain  inventions  it
developed.  Although  it has from  time to time  filed  patent  applications  in
connection  with the inventions  which it believes are  patentable,  the Company
does  not  believe  that  patents  or other  similar  intangible  rights  afford
significant protection from competitors or are material to its business.


ITEM 2. DESCRIPTION OF PROPERTY.

     The Company's  administrative  offices, research and  principal production
facilities are located in West Caldwell, New Jersey, on a five-acre parcel owned
by the Company.  A 12,000 square-foot plant was built in November 1966; a 13,500
square-foot  addition was completed in December 1971;  and a 26,500  square-foot
addition was completed in July 1980, aggregating 52,000 square-feet presently.

     The Company owns all of its land, buildings,  laboratories,  production and
office  equipment,  as well as its furniture and fixtures in West Caldwell,  New
Jersey.  The Company  believes that its plant and facilities are well suited for
the Company's business and are properly  utilized,  suitably located and in good
condition.

     In  December  1997 the Company  entered  into a new  five-year  lease for a
17,000 square-foot  manufacturing facility in Costa Rica. The previous lease was
for a 3,000 square-foot facility.

     The Company  does not make any  investments  in real  estate  other than in
connection with its operations.

ITEM 3. LEGAL PROCEEDINGS.

     The  Company  is a party  to  other  lawsuits,  both as a  plaintiff  and a
defendant,  arising  in the  normal  course of  business.  It is the  opinion of
Management, that the disposition of these various lawsuits will not individually
or in the  aggregate  materially  adversely  affect the  consolidated  financial
position or the results of operations of the Company.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

           Not applicable.


                                      -5-
<PAGE>
                                     PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The Company's  Common Stock began trading on the American Stock Exchange on
July 11, 1988 under the symbol MRM, and is still listed there.

     Reference is made to the tables captioned "Quarterly Financial Information"
and  "Quarterly  Common Stock Data" page 24 of the  Company's  Annual  Report to
Stockholders for fiscal year ended January 3, 1998, which is incorporated herein
in by reference for  information  with respect to the high and low bid prices of
the Company's Common Stock during the Company's past two fiscal years.

     The Company had  approximately 200 holders of record on March 30, 1998. The
Company  believes  there are an  additional  1,300  holders of record in "street
name" through broker nominees.

     Reference is made to Note 8 to the Consolidated Financial Statements in the
Company's  Annual Report to Stockholders  for fiscal year ended January 3, 1998,
which note is incorporated  herein by reference for information  with respect to
payment of cash dividends in 1997, 1996 and 1995.


ITEM 6.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
         RESULTS OF OPERATIONS.

     Reference  is made to  pages 9 and 10 of the  Company's  Annual  Report  to
Stockholders  for the  fiscal  year  ended  January  3,  1998,  which  pages are
incorporated herein by reference.


ITEM 7.    FINANCIAL STATEMENTS.


     Reference is made to pages 11 through 23 of the Company's  Annual Report to
Stockholders for fiscal year ended January 3, 1998, which pages are incorporated
herein by  reference  with  respect to the  Company's  financial  position as of
January 3, 1998 and  December  28, 1996 and the results of  operations  and cash
flows for the years ended  January 3, 1998,  December  28, 1996 and December 30,
1995 and the report of Arthur  Andersen LLP  included  herein as follows and the
report of J. H. Cohn LLP dated February 18, 1997,  which is incorporated  herein
by reference  from the Company's  Annual Report to  Stockholders  for the fiscal
year ended December 28, 1996:


                                                                    Page in
                                                                 Annual Report
                                                    Form        to Stockholders
                                                   10-KSB             1997
                                                   ------      ----------------
Consolidated Balance Sheets at January 3, 1998
     and December 28, 1996 ......................                     12

For the fiscal years ended January 3, 1998,
  December 28, 1996 and December 30, 1995:

     Consolidated Statements of Income ..........                     11
     Consolidated Statements of Stockholders'
      Equity ....................................                     13
     Consolidated Statements of Cash Flows ......                     14

Notes to Consolidated Financial Statements ......                  15-23

Reports of Independent Public Accountants .......   12-13                    


ITEM 8. CHANGES IN AND DISAGREEMENT ON ACCOUNTING AND FINANCIAL DISCLOSURE. 

        Not applicable.


                                      -6-
<PAGE>

                                    PART III

     Pursuant to General Instruction E3. to Form 10-KSB, portions of information
required by items 9-12 and indicated below are hereby  incorporated by reference
to the  Company's  definitive  Proxy  Statement  for the 1998 Annual  Meeting of
Stockholders  (the  "Proxy  Statement")  which  the  Company  will file with the
Securities and Exchange  Commission not later than 120 days after the end of the
fiscal year covered by this report.



ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The following is a list of the Company's executive officers, their ages and
their  positions  as of January 3, 1998.  Generally  each  executive  officer is
elected  for a term of one year at the  organizational  meeting  of the Board of
Directors following the Annual Meeting of Stockholders.


              Name                     Age              Position
       -------------------             ---     --------------------------

       Mason N. Carter                 51      Chairman, President and
                                               Chief Executive Officer

       Eugene W. Niemiec               58      Vice Chairman and 
                                               Chief Technology Officer
   
       Robert V. Condon                51      Vice President, Finance, 
                                               Treasurer, Secretary and 
                                               Chief Financial Officer
       
       Richard E. Dec                  54      Vice President, Marketing

       Brian R. Dornan                 49      Vice President, Research and
                                               Development

       Reynold K. Green                39      Vice President, Sales 

       Jacob Lin                       49      Vice President, Operations
     

  Family Relationships.

     There are no family  relationships  among the officers listed.  

                                      -7-
<PAGE>

Business Experience of Executive Officers During Past Five Years.

     Mr. Carter was elected to the additional  position of Chairman of the Board
on July 24, 1997. He has served as President and Chief Executive Officer ("CEO")
since December 16, 1996.  From 1994 to 1996 he was President of the Products and
Systems Group of Datatec  Industries,  Inc.,  Fairfield,  New Jersey,  a leading
provider of data network  implementation  services.  He was President and CEO of
Kentile, Inc., Chicago, Illinois, a manufacturer of resilient flooring from 1992
to 1994.

     Mr.  Niemiec has been Vice  Chairman  and Chief  Technology  Officer of the
Company since  December 16, 1996.  From  September 1994 to December 1996 he held
the offices of President,  Chief Executive Officer and Chief Operating  Officer.
He was President and Chief Operating Officer from 1990 to 1994.


     Mr. Condon has been Vice  President,  Finance and Chief  Financial  Officer
("CFO") since joining the Company in March 1996 and was appointed  Secretary and
Treasurer in January  1997.  Prior to joining the Company,  he was with Berkeley
Educational Services as Vice President,  Finance, Treasurer and CFO from 1995 to
February   1996.   During  1994  Mr.  Condon  was  involved  in  consulting  and
entrepreneurial  activities.  From 1989 to 1993,  he was Senior Vice  President,
Finance and CFO of SCS Communications, a private holding company.

     Mr. Dec has been Vice  President,  Marketing  since  joining the Company in
March 1997. Prior to joining the Company,  he was with Kinley & Manbeck,  Inc. a
business process re-engineering and systems implementation consulting company as
Vice President of Business  Development from April 1996 to March 1997. From 1995
to March 1996, he was National  Account  Manager,  Product and Systems Group for
Datatec  Industries,  Inc. From 1993 to 1994,  he was Vice  President of Product
Development for Kentile, Inc., a manufacturer of resilient flooring.
 
     Mr. Dornan,  effective  October 1996, was appointed Group Vice President of
Technology  and  Engineering  and was  appointed  Vice  President,  Research and
Development in February 1998. He had been Group Vice President of  Manufacturing
since 1986.

     Mr. Green,  effective March 1997, was appointed Vice  President,  Sales and
from April 1996 to March 1997 he was Vice President of  Manufacturing.  Over the
past 5 years,  Mr. Green held positions of Director of  Manufacturing,  National
Sales Manager and Director of Quality Control and  High-Reliability  Services at
Merrimac.

     Mr. Lin has been Vice  President,  Operations  since joining the Company in
March 1997.  Prior to joining the  Company,  he was with Don Aux  Associates,  a
change implementation consulting organization,  as Project Manager, from 1996 to
March  1997.  From  1992 to 1996  he was  with  Gemini  Consulting  as a  senior
consultant responsible for re-engineering.

     Information  relating to (a) compliance with Section 16 of the Exchange Act
(b) the  directors of the Company,  is  incorporated  herein by reference to the
Company's  Proxy  Statement to be distributed in connection with the 1998 Annual
Meeting of Stockholders.


ITEM 10.   EXECUTIVE COMPENSATION.

     See the information under the caption "EXECUTIVE COMPENSATION" contained in
the Proxy Statement, which information is incorporated herein by reference.


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     See the  information in the table and the notes thereto,  under the caption
"SHARE  OWNERSHIP OF  DIRECTORS,  EXECUTIVE  OFFICERS AND CERTAIN  STOCKHOLDERS"
contained in the Proxy Statement,  which  information is incorporated  herein by
reference.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

           Not applicable.

                                      -8-
<PAGE>

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

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

          3  (a)  By-Laws of the Company are hereby incorporated
                  by reference to Exhibit C to the Proxy Statement
                  of the Company dated March 18, 1994.

             (b)  Certificate of Incorporation of the Company is
                  hereby incorporated by reference to Exhibit B of
                  the Proxy Statement of the Company dated
                  March 18, 1994.

         10  (a)  Profit Sharing Plan of the Company is hereby
                  incorporated by reference to Exhibit 10(n) to
                  the Company's Registration Statement
                  (No. 2-79455). *

             (b)  1993 Stock Option Plan of the Company effective
                  March 31, 1993 is hereby incorporated by
                  reference to Exhibit 4(c) to the Company's
                  Registration Statement on Form S-8 which was
                  filed with the Securities and Exchange Commission
                  on September 14, 1993. *

             (c)  1995 Stock Purchase Plan of the Company is hereby
                  incorporated by reference to Exhibit A of the Proxy
                  Statement of the Company dated March 17, 1995. *

             (d)  1996 Stock Option Plan for Non-Employee Directors of the 
                  Company is hereby  incorporated reference to Exhibit 10(d) 
                  to the Company's Annual Report on Form 10-KSB dated March
                  24, 1997.*

             (e)  Employment Agreement between the Company and Mason N. Carter 
                  dated as of December 19, 1996 is hereby incorporated by 
                  reference to Exhibit 10(e) to the Company's Annual Report
                  on Form 10-KSB dated March 24, 1997.*

             (f)  Employment Agreement between the Company and Eugene W. Niemiec
                  dated as of December 16, 1996 is hereby incorporated by 
                  reference to Exhibit 10(f) to the Company's Annual Report
                  on Form 10-KSB dated March 24, 1997.*
             
             (g)  1983 Key Employees Stock Option Plan of the Company effective 
                  March 21, 1983 is hereby incorporated by reference to Exhibit 
                  10(m) to the Annual Report on Form 10-K which was filed with 
                  the Securities and Exchange Commission on March 31, 1983.*

             (h)  Long Term  Incentive  Plan of the  Company  is hereby  
                  incorporated  by reference  to Exhibit (a) to the Proxy  
                  Statement  of the Company  dated May 12, 1997.*

             
                                      -9-
<PAGE>                                   

             (i)  Form of Severance Agreement entered into with certain officers
                  of the Company.*

             (j)  Schedule of officers with substantially identical agreements 
                  to the form filed as Exhibit 10(i) hereto.

         13       Annual Report to Stockholders for Fiscal Year
                  Ended January 3, 1998.

         21       Subsidiaries of the Registrant.  

         23(a)    Consent of Arthur Andersen LLP.
         
         23(b)    Consent of J.H. Cohn LLP.

         27.1     Financial Data Schedule for Fiscal Year Ended January 3, 1998.

         27.2     Restated Financial Data Schedule for periods ended March 29, 
                  1997, June 28, 1997, September 27, 1997, and fiscal year ended
                  December 28, 1996.

         27.3     Restated Financial Data Schedule for periods ended March 30, 
                  1996, June 29, 1996, September 28, 1996, and fiscal years 
                  ended December 30, 1995 and December 31, 1994.



(b)      Reports on Form 8-K.

         A Current Report on Form 8-K was filed on November 6, 1997  
         announcing the appointment of two new directors, Dr. Joel H. Goldberg 
         and Mr. Frederick J. Gumm.

         A Current Report on Form 8-K was filed on February 26, 1998 reporting 
         the Company's results of operations for the fourth quarter and 1997 
         fiscal year.

         *  Indicates that exhibit is a management contract or compensatory
            plan or arrangement.

                                      -10-
<PAGE>
SIGNATURES


     Pursuant  to the  requirements  of Section  13 or 15 (d) 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.


                                              MERRIMAC INDUSTRIES, INC.
                                              -------------------------
                                                    (Registrant)


  Date: March 30, 1998                    By: /s/ Mason N. Carter
                                              ---------------------------
                                              Mason N. Carter
                                              Chairman, President and 
                                              Chief Executive officer 

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.


         Signature                       Date           Title
  -------------------------            -------          --------

   /s/ Mason N. Carter                 3-30-98          Director
  -------------------------            -------          --------
      (Mason N. Carter)
  
   /s/ Albert H. Cohen                 3-30-98          Director
  -------------------------            -------          --------
      (Albert H. Cohen)

   /s/ Joel H. Goldberg                3-30-98          Director
  -------------------------            -------          --------
      (Joel H. Goldberg)

   /s/ Frederick J. Gumm               3-30-98          Director
  -------------------------            -------          --------
      (Frederick J. Gumm)

   /s/ Eugene W. Niemiec               3-30-98          Director
  -------------------------            -------          --------
      (Eugene W. Niemiec)

   /s/ Arthur A Oliner                 3-30-98          Director
  -------------------------            -------          --------
      (Arthur A.Oliner)           
                                     
  /s/  Robert V. Condon                3-30-98          Vice President, Finance,
  -------------------------            -------          ------------------------
      (Robert V. Condon)                                Treasurer, Secretary and
                                                        ------------------------
                                                        Chief Financial Officer
                                                        ------------------------



                                      -11-


<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors
Merrimac Industries, Inc.

     We have audited the  accompanying  consolidated  balance  sheet of Merrimac
Industries,  Inc.  and  Subsidiaries  as of  January  3,  1998  and the  related
consolidated  statement of income,  stockholders'  equity and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial  statements based on our audit.  

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly,  in all material  respects,  the financial  position of Merrimac
Industries,  Inc. and  Subsidiaries  as of January 3, 1998 and their  results of
operations and cash flows for the year then ended,  in conformity with generally
accepted accounting principles.



                                                       /s/ ARTHUR ANDERSEN LLP
                                                       -----------------------
                                                           ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 13, 1998

                                      -12-


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors
Merrimac Industries, Inc.

     We have audited the  accompanying  consolidated  balance  sheet of Merrimac
Industries,  Inc.  and  Subsidiaries  as of  December  28,  1996 and the related
consolidated  statements of income,  stockholders' equity and cash flows for the
years then ended  December  28,  1996 and  December  December  30,  1995.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly,  in all material  respects,  the financial  position of Merrimac
Industries,  Inc. and  Subsidiaries as of December 28, 1996 and their results of
operations  and cash  flows for the years  then  ended,  December  28,  1996 and
December  December 30, 1995 in conformity  with  generally  accepted  accounting
principles.

                                                           J. H. COHN LLP
Roseland, New Jersey
February 18, 1997
                    

                                      -13-