MERRIMAC INDUSTRIES, INC.
                             STOCK OPTION COMMITTEE


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                        Action Taken by Unanimous Written
                        Consent of Stock Option Committee
                               in Lieu of Meeting

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     The undersigned, constituting all the members of the Stock Option Committee
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 Stock
Option  Committee 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
Stock Option Committee.


     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 1983 Key Employee Stock Option Plan, 1993 Stock Option Plan,
and 1997 Long-Term Incentive Plan (each a "Plan" and collectively,  the "Plans")
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 Plans 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 remaining aggregate
number of shares of Common Stock that may be issued under the Company's 1983 Key
Employee  Stock Option Plan be and it is hereby  adjusted to 5,458 and the total
number of shares of Common Stock that may be made subject to options  under such
Plan be and it is hereby adjusted to 150,496 shares; and further

     RESOLVED,  that upon payment of the Stock Dividend, the remaining aggregate
number of shares of Common  Stock that may be issued or made  subject to options
under the  Company's  1993 Stock  Option  Plan be and it is hereby  adjusted  to
268,290,  the total number of shares of Common Stock that may be made subject to
options under such Plan be and it is hereby  adjusted to 324,390  shares and the
number of shares of Common  Stock that may be issued or made  subject to options
thereunder to any Non-Employee  Director (as defined in the Company's 1993 Stock
Option Plan) be and it is hereby adjusted to 1,650 per year; and further

     RESOLVED,  that upon payment of the Stock Dividend, the aggregate number of
shares of Common  Stock that may be issued or  otherwise  made subject to awards
under the Company's 1997 Long-Term Incentive Plan (the "1997 Plan") be and it is
hereby  adjusted  to  275,000,  of which (i) the  aggregate  number of shares of
Common Stock that may be designated as Employee  Options (as defined in the 1997
Plan)  under the 1997 Plan be and it is hereby  adjusted to 110,000 and (ii) the
aggregate  number of shares of Common  Stock  that may be  designated  as option
awards  other  than  Employee  Options  under  the 1997 Plan be and it is hereby
adjusted to 165,000; and further

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<PAGE>
     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

     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/    Albert H. Cohen
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                                                      Albert H. Cohen
                                                  
                                               /s/    Arthur A. Oliner
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                                                      Arthur A. Oliner
                                          
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