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 2, 1999

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
   Common Stock Purchase Rights                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  contained  in  this  form,  and no  disclosure  will 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.(X)

     State registrant's revenues for its most recent fiscal year: $20,101,835.

     The  aggregate  market value of voting stock held by  non-affiliates  based
upon the average  price of such stock as quoted on the American  Stock  Exchange
for March 26, 1999 was $8,773,332 of Common Stock held by each executive officer
and  director  have  been  excluded  in that  such  persons  may be deemed to be
affiliates.

     Registrant's  Common  Stock  outstanding  at March 26,  1999 was  1,735,464
shares.

                 DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Registrant's  Annual Report to Shareholders for Fiscal Year
ended  January  2, 1999 are  incorporated  into  Parts I and II on Form  10-KSB.

     Portions of the Registrant's Proxy Statement for the 1999 Annual Meeting of
Shareholders are incorporated into Part III on Form 10-KSB.
 
Exhibit index on page 12.                                   
                                      

<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 referred to as "Merrimac" or the "Company.

ITEM 1.  DESCRIPTION OF BUSINESS.

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

     This Annual Report on Form 10-KSB  contains  statements  relating to future
results of Merrimac (including certain projections and business trends) that are
"forward-looking  statements"  as defined in the Private  Securities  Litigation
Reform Act of 1995. Actual results may differ materially from those projected as
a result of  certain  risks and  uncertainties.  These  risks and  uncertainties
include,  but are not limited to:  general  economic  and  industry  conditions;
slower than anticipated penetration into the satellite  communications,  defense
and wireless  markets;  the risk that the benefits expected from the acquisition
of Filtran Microcircuits Inc. are not realized; competitive products and pricing
pressures;  risks relating to governmental  regulatory actions in communications
and defense programs;  and inventory risks due to technological  innovation,  as
well as other  risks  and  uncertainties,  including  but not  limited  to those
detailed  from time to time in  Merrimac's  Securities  and Exchange  Commission
filings.  These forward-looking  statements are made only as of the date hereof,
and Merrimac  undertakes no  obligation to update or revise the  forward-looking
statements, whether as a result of new information, future events or otherwise.
 
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, military 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.

     In  1998,  Merrimac  introduced   Multi-Mix(TM)   Microtechnology,   a  new
innovative   process  for   microwave,   multilayer   integrated   circuits  and
micro-multifunction  modules (MMFM(TM)) and subsystems. This process is based on
fluoropolymer composite substrates,  which are bonded together into a multilayer
structure  using a  fusion  bonding  process.  The  fusion  process  provides  a
homogeneous  dielectric medium for superior electrical  performance at microwave
frequencies.

     The Company's  patent pending  3-Dimensional  Multi-Mix  designs consist of
stacked  circuit  layers which will permit the  manufacture  of  components  and
subsystems  a fraction  of the size and weight of  conventional  microstrip  and
stripline products.

                                      -1-
<PAGE>
     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 reduced number
of connectors,  cases and headers.  The Company's components range in price from
$20 to $10,000 and its subsystems range from $500 to more than $100,000.

     The Company has traditionally developed and offered for sale products built
to specific  customer needs, as well as, standard  catalog items.  Approximately
30% of 1998  revenues  were  derived from  initial  orders for  products  custom
designed for specific  customer  applications,  49% from repeat  orders for such
products and 21% from catalog sales. 

     Prior to 1997, the Company  distributed a product  catalog that was updated
and  re-printed  approximately  every two years.  Now the  Company  maintains  a
current  electronic  catalog  on its  internet  website.  The  Merrimac  catalog
includes hundreds of standard components, and provides a well-balanced, in-depth
selection 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 and other
features 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)  telecommunications
electronics. The Company's research and development efforts are targeted towards
providing customers with more complex,  reliable,  and compact products at lower
costs.

     Today, the major aerospace  companies purchase from Merrimac components and
subsystems  that include 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.

                                      -2-
<PAGE>
     For a  discussion  of financial  information  about the nature of business,
foreign and domestic  operations and export sales,  reference is made to Note 10
to  Consolidated   Financial  Statements  in  the  Company's  Annual  Report  to
Shareholders  for  the  Fiscal  Year  Ended  January  2,  1999,  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.

     Approximately  55% of the  Company's  sales in 1998 were  derived  from the
sales of products for use in high-reliability aerospace,  satellite, and missile
applications.  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  (PCS)
telecommunications  electronics  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.

Marketing
---------

     The Company  markets its products in the United States and Canada  directly
to customers  through a marketing staff comprised of 11 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.

                                      -3-
<PAGE>
     The Company utilizes  approximately 19 independent  sales  organizations to
market its products  elsewhere in the world. Sales to foreign customers amounted
to: $5,114,000 (25.4% of sales) in fiscal 1998;  $5,731,000 (30.7 % of sales) in
fiscal 1997; and $4,390,000 (31.0% of sales) in fiscal 1996.

     The Company's  customers are primarily major industrial  corporations  that
integrate 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 1998, 1997 or 1996.  Sales to Hughes Aircraft in
1998 were 10.9% of net sales and sales to Lockheed Martin in 1998, 1997 and 1996
amounted to 10.0%, 13.4% and 10.8% of net sales, respectively.

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

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

     During fiscal 1998, 1997 and 1996,  research and  development  expenditures
amounted to $1,053,000,  $556,000 and $246,000,  respectively. The Company plans
to commit  development funds at the same level in 1999 as in 1998 and will focus
its  efforts on new  product  development  for  specific  customer  applications
requiring  integration of circuitry and further  miniaturization,  precision and
volume applications.

     The Company's  research and development  activities include the 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 2,
1999, the Company had a firm backlog of orders of approximately $6,168,000.  The
Company  estimates  that  approximately  90% of the orders in its  backlog as of
January 2, 1999 will be shipped  within one year.  The Company does not consider
its business to be seasonal.

                                      -4-
<PAGE>
Acquisition of Filtran Microcircuits Inc.
-----------------------------------------

     In February 1999, the Company acquired Filtran  Microcircuits  Inc. ("FMI")
of Ottawa,  Ontario,  Canada  for  approximately  $4.7  million,  including  the
assumption of  approximately  $500,000 of  indebtedness.  FMI,  which had annual
sales of approximately $3.2 million for its fiscal year ended November 30, 1998,
is a leading  manufacturer  of microwave micro circuitry and will continue to be
operated  as  a  stand-alone  subsidiary.  FMI  produces  technically  intricate
microstrip,  bonded stripline and thick metal-backed  Teflon (PTFE) circuits for
satellite,  aerospace,  telecommunications,  automotive adaptive cruise control,
navigation and defense applications worldwide. As a result of the acquisition of
FMI,  the Company  will be able to  incorporate  FMI's  competency  in fine line
etching into  Multi-Mix(TM)  Microtechnology  and anticipates that FMI will help
accelerate the Company's penetration into the satellite communications,  defense
and  wireless  markets.  Approximately  40% of FMI's  business  is derived  from
wireless  applications,  which  segment has grown at a rate in excess of 30% per
year for the past three years.

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 and well-recognized  brand names. The Company competes with all such
corporations 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 Merrimac  performance  with respect to 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 1998,  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.

                                      -5-
<PAGE>
     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.

Employee Relations
------------------

     As of January 2, 1999,  the Company  employed  approximately  160 full time
persons,  of which 30 are employed at the Company's  Costa Rica  facility.  As a
result of the Company's  acquisition  of FMI in February 1999, the Company added
approximately 60 employees to its employee base. 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  17  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.

     In  February  1999,  the  Company  assumed a  seven-year  lease on a 20,000
square-foot manufacturing facility in Ottawa, Ontario, Canada in connection with
the Company's acquisition of FMI.

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

                                      -6-
<PAGE>
ITEM 3.  LEGAL PROCEEDINGS.

     The Company is a party to  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 have a material adverse effect on 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.

                                     PART II

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

     The Company's Common Stock has been listed and traded on The American Stock
Exchange since July 11, 1988 under the symbol MRM. On March 26, 1999 the Company
had  approximately  200  holders  of  record.  The  Company  believes  there are
approximately 1,300 additional holders in "street name" through broker nominees.

     Reference is made to the table captioned  "Quarterly  Common Stock Data" of
the Company's Annual Report to Shareholders for the fiscal year ended January 2,
1999 filed as Exhibit 13 hereto (the  "Annual  Report"),  which is  incorporated
herein 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.
     
     Reference is made to Note 8 to the Consolidated Financial Statements in the
Annual Report to  Shareholders,  which note is incorporated  herein by reference
for  information  with respect to payment of cash  dividends  in 1998,  1997 and
1996.

     On May 4, 1998,  the Company sold 20,000 (22,000 after giving effect to the
Company's 10% stock dividend)  shares of Common Stock from its treasury to Mason
N. Carter, Chairman,  President and Chief Executive Officer of the Company, at a
price  of  $12.75  per  share  (the  approximate  average  closing  price of the
Company's  Common Stock during the first quarter of 1998).  The Company extended
Mr.  Carter a loan of $255,000 in  connection  with the purchase of these shares
and amended a prior loan to Mr. Carter of $105,000.  A new promissory note for a
total of $360,000,  due May 4, 2003,  was executed by Mr. Carter in favor of the
Company.  Payment of the loan is  secured  by a pledge of the  33,000  shares of
Common Stock purchased by Mr. Carter with the proceeds of the loans. The sale of
these shares of Common Stock was exempt from  registration  under the Securities
Act of 1933, as amended,  as a transaction not involving a public offering under
Section 4(2) of Act.

                                      -7-
<PAGE>
     ITEM 6.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS.

     Reference  is made  to the  information  under  the  caption  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of the
Annual Report, which information is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS.

     Reference  is made to pages 9 through 24 of the  Company's  Annual  Report,
which pages are  incorporated  herein by reference with respect to the Company's
financial  position as of January 2, 1999 and January 3, 1998 and the results of
operations  and cash flows for the years ended January 2, 1999,  January 3, 1998
and December 28, 1996 and the report of Arthur Andersen LLP and the report of 
J. H. Cohn LLP included herein as follows:

                                                                    Page in 
                                                      FORM       Annual Report
                                                     10-KSB     to Shareholders 
                                                     ------     ---------------
Consolidated Balance Sheets at January 2, 1999
     and  January 3, 1998...........................                  12

For the fiscal years ended January 2, 1999,
January 3, 1998 and December 28, 1996:

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

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

Reports of Independent Public Accountants........... 16-17


8. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

              Not applicable.
                                      -8-
<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 1999 Annual  Meeting of
Shareholders  (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.

     Information  under the caption  "ELECTION  OF  DIRECTORS"  contained in the
Proxy  Statement with respect to Board of Directors is  incorporated  herein by
reference.  

     The following is a list of the Company's executive officers, their ages and
their  positions  as of January 2, 1999.  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 Shareholders.

Name                       Age                               Position
-------------------       -----                   ----------------------------
Mason N. Carter            52                     Chairman, President and
                                                  Chief Executive Officer

Robert V. Condon           52                     Vice President, Finance,
                                                  Treasurer, Secretary and
                                                  Chief Financial Officer

Richard E. Dec             55                     Vice President, Marketing

Brian R. Dornan            50                     Vice President,
                                                  Research and Development

Reynold K. Green           40                     Vice President, Sales
 
James J. Logothetis        38                     Vice President, Advanced
                                                  Technology
Family Relationships.

         There are no family relationships among the officers listed.
   

                                       -9-
<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. 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 has been Vice President, Research and Development of the Company
since February 1998 and was Group Vice  President of Technology and  Engineering
of the  Company  from  October  1996 to  February  1998.  He had been Group Vice
President of Manufacturing from 1986 to October 1996.

     Mr. Green,  effective March 1997, was appointed Vice  President,  Sales and
from April 1996 to March 1997 he was Vice President of  Manufacturing.  He was a
member of the Board of Directors  from April 1996 to May 1997,  and did not seek
re-election  to the Board.  Prior to April 1996,  Mr.  Green held  positions  of
Director  of  Manufacturing,  National  Sales  Manager  and  Director of Quality
Control and High-Reliability Services at Merrimac.

                                      -10-
<PAGE>
     Mr.  Logothetis was appointed Vice  President,  Advanced  Technology in May
1998 after rejoining the Company in January 1997 to serve as Director,  Advanced
Technology.  Prior to  rejoining  the  Company,  he  served  as a  director  for
Electromagnetic  Technologies,  Inc.  in  1995  and  became  Vice  President  of
Microwave  Engineering  at such  corporation  in 1996.  From  1984 to 1994,  Mr.
Logothetis held various  engineering  positions at the Company,  including Group
Manager of IF Engineering.

     Information  under  the  caption  "SECTION  16  (a)  BENEFICIAL   OWNERSHIP
REPORTING  COMPLIANCE"  contained in the Proxy Statement  relating to compliance
with Section 16 of the Exchange Act is incorporated herein by reference.

     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  SHAREHOLDERS"
contained in the Proxy Statement,  which  information is incorporated  herein by
reference.

     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     See the information in the subheading  "Certain  relationships  and related
transactions" under the caption "EXECUTIVE  COMPENSATION" contained in the Proxy
Statement, which information is incorporated herein by reference.

                                      -11-
<PAGE>

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

(a) Exhibits:

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

         3(a)(1)      By-laws of the Company, as amended.

         3(a)(2)      Amendment to By-laws of the Company adopted March 5, 1999.

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

         4(a)         Shareholder Rights Agreement dated as of March 9, 1999 
                      between the Company and ChaseMellon Shareholder Services, 
                      L.L.C., as rights agent, is hereby incorporated by 
                      reference to Exhibit 1 to the Company's Current Report 
                      on Form 8-K dated March 9, 1999.

         10(a)        Stock Purchase Agreement dated as of December 15, 1998 
                      among the Company, Filtran Microcircuits Inc. ("FMI") 
                      and the shareholders of FMI and others party thereto.

         10(b)        Profit Sharing Plan of the Company is hereby incorporated 
                      by reference to Exhibit 10(n) to the Company's 
                      Registration Statement on Form S0-1 (No. 2-79455).*

         10(c)        1983 Key Employees Stock Option Plan of the Company 
                      effective March 21, 1983 is hereby incorporated by 
                      reference to Exhibit 10(m) to the Company's Annual Report
                      on Form 10-K dated March 31, 1983.*

         10(d)        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 (No. 33-68862) dated September 14, 1993.*

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

         10(f)        Resolutions of the Stock Option Committee of the Board of 
                      Directors of the Company, adopted June 3, 1998, amending 
                      the 1983 Key Employees Stock Option Plan of the Company, 
                      the 1993 Stock Option Plan of the Company and the 1997 
                      Long-Term Incentive Plan of the Company and adjusting 
                      outstanding awards thereunder to give effect to the 
                      Company's 10% stock dividend paid June 5, 1998.*

         10(g)(1)     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.*
   
                                       -12-
<PAGE>
         10(g)(2)     Resolutions of the Stock Purchase Plan Committee of the 
                      Board of Directors of the Company, adopted June 3, 1998, 
                      amending the 1995 Stock Purchase Plan of the Company and 
                      adjusting outstanding awards thereunder to give effect to 
                      the Company's 10% stock dividend paid June 5, 1998.*

         10(h)(1)     1996 Stock Option Plan for Non-Employee Directors of 
                      the Company is hereby incorporated by reference to 
                      Exhibit 10(d) to the Company's Annual Report on
                      Form 10-KSB dated March 24, 1997.*

         10(h)(2)     Resolutions of the Board of Directors of the Company,
                      adopted June 3, 1998, amending the 1996 Stock Option 
                      Plan for Non-Employee Directors of the Company and
                      adjusting outstanding awards thereunder to give 
                      effect to the Company's 10% stock dividend paid 
                      June 5, 1998.*

         10(i)        Amended and Restated Employment Agreement dated as of
                      January 1, 1998 between the Company and Mason N. Carter
                      is hereby incorporated by reference to Exhibit 10(a) to
                      the Company's Quarterly Report on Form 10-QSB dated 
                      August 14, 1998.*

         10(j)        Stock Purchase Agreement dated as of May 4, 1998 
                      between the Company and Mason N. Carter is hereby 
                      incorporated by reference to Exhibit 10(b) to the
                      Company's Quarterly Report on Form 10-QSB dated 
                      August 14, 1998.*

         10(k)        Amended and Restated Pledge Agreement dated as of 
                      May 4, 1998 between the Company and Mason N. Carter 
                      is hereby incorporated by reference to Exhibit
                      10(c) to the Company's Quarterly Report on 
                      Form 10-QSB dated August 14, 1998.*

         10(l)        Amended Promissory Note dated as of May 4, 1998 
                      executed by Mason N. Carter in favor of the Company.*

         10(m)        Registration Rights Agreement dated as of May 4, 1998
                      between the Company and Mason N. Carter is hereby 
                      incorporated by reference to Exhibit 10(e) to the
                      Company's Quarterly Report on Form 10-QSB dated 
                      August 14, 1998.*

         10(n)(1)     Form of Severance Agreement entered into with certain
                      officers of the Company is hereby incorporated by 
                      reference to Exhibit 10(i) to the Company's Annual
                      Report on Form 10-KSB dated March 30, 1998.*

         10(n)(2)     Schedule of officers with substantially identical 
                      agreements to the form filed as Exhibit 10(n)(1) hereto 
                      is hereby incorporated by reference to Exhibit 10(j)
                      to the Company's Annual Report on Form 10-KSB dated 
                      March 30, 1998.*

                                      -13-
<PAGE>
         10(o)        Consulting Agreement dated as of January 1, 1998 
                      between the Company and Arthur A. Oliner is hereby 
                      incorporated by reference to Exhibit 10 to the
                      Company's Quarterly Report on Form 10-QSB dated 
                      May 14, 1998.*

         10(p)        Separation Agreement dated as of December 31, 1998 
                      between the Company and Eugene W. Niemiec.*

         10(q)        Stockholder's Agreement dated as of October 30, 1998 
                      between the Company and Charles F. Huber, II is 
                      hereby incorporated by reference to Exhibit 10 to the
                      Company's Quarterly Report on Form 10-QSB dated 
                      November 16, 1998.

         10(r)        Separation Agreement dated as of December 16, 1998 
                      between the Company and Jacob Lin.*

         13           Annual Report to Stockholders for Fiscal Year Ended 
                      January 2, 1999.

         21           Subsidiaries of the Company.

         23(a)        Consent of Arthur Andersen LLP.

         23(b)        Consent of J.H. Cohn LLP.

         27           Financial Data Schedule for Fiscal Year Ended 
                      January 2, 1999.

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

(b) Reports on Form 8-K

                A Current Report on Form 8-K was filed on November 13, 1998 
                reporting the Company's results of operations for the third 
                quarter and nine months 1998. (Items 5 and 7)
                
                A Current Report on Form 8-K was filed on December 16, 1998 
                announcing that the Company had entered into a stock purchase 
                agreement to acquire Filtran Microcircuits, Inc. (Items 5 and 7)

                A Current Report on Form 8-K was filed on December 31, 1998 
                announcing that the Company had accepted the early retirement 
                of Eugene W. Niemiec, the Vice Chairman and Chief Technology 
                Officer of the Company. (Items 5 and 7)

                A Current Report on Form 8-K was filed on March 1, 1999 
                announcing that the Company had completed its acquisition of 
                Filtran Microcircuits, Inc. (Items 5 and 7)

                A Current Report on Form 8-K was filed on March 9, 1999 
                announcing that the Company's Board of Directors had adopted a
                Shareholder Rights Plan. (Items 5 and 7)

                A Current Report on Form 8-K was filed on March 18, 1999 
                reporting the Company's results of operations for the fourth 
                quarter and 1998 fiscal year. (Items 5 and 7)


     
                                      -14-
<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, 1999                    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                 3-30-99          Director
  -------------------------            -------          --------
      (Mason N. Carter)
  
   /s/ Albert H. Cohen                 3-30-99          Director
  -------------------------            -------          --------
      (Albert H. Cohen)

   /s/ Edward H. Cohen                 3-30-99          Director
  -------------------------            -------          --------
      (Edward H. Cohen)

   /s/ Joel H. Goldberg                3-30-99          Director
  -------------------------            -------          --------
      (Joel H. Goldberg)
  
   /s/ Eugene W. Niemiec               3-30-99          Director
  -------------------------            -------          --------
      (Eugene W. Niemiec)

   /s/ Arthur A Oliner                 3-30-99          Director
  -------------------------            -------          --------
      (Arthur A.Oliner)           
                                     
  /s/  Robert V. Condon                3-30-99          Vice President, Finance,
  -------------------------            -------          ------------------------
      (Robert V. Condon)                                Treasurer, Secretary and
                                                        ------------------------
                                                        Chief Financial Officer
                                                        ------------------------



                                      -15-


<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Merrimac Industries, Inc.

     We have audited the  accompanying  consolidated  balance sheets of Merrimac
Industries,  Inc. and subsidiaries as of January 2, 1999 and January 3, 1998 and
the related  consolidated  statements of income,  shareholders'  equity and cash
flows  for  the  years  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 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 audits provide 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 2, 1999 and January 3, 1998 and
their  results  of  operations  and  cash  flows  for the  years  then  ended in
conformity with generally accepted accounting principles.



                                                       /s/ ARTHUR ANDERSEN LLP
                                                       -----------------------
                                                           ARTHUR ANDERSEN LLP





Roseland, New Jersey
February 27, 1999

                                      -16-


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
Merrimac Industries, Inc.

     We  have  audited  the  accompanying  consolidated  statements  of  income,
stockholders'   equity  and  cash  flows  of  Merrimac   Industries,   Inc.  and
Subsidiaries  for  the  year  then  ended  December  28,  1996  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 results of operations and cash
flows of Merrimac  Industries,  Inc. and  Subsidiaries  for the year then ended
December 28, 1996, in conformity with generally accepted accounting principles.




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

                                      -17-

<PAGE>

                                 EXHIBIT INDEX                     Sequentially
              Exhibit                                              Numbered Page


         3(a)(1)    By-laws of the Company, as amended.

         3(a)(2)    Amendment to By-laws of the Company adopted March 5, 1999.

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

         4(a)       Shareholder Rights Agreement dated as of March 9, 1999 
                    between the Company and ChaseMellon Shareholder Services, 
                    L.L.C., as rights agent, is hereby incorporated by reference
                    to Exhibit 1 to the Company's Current Report on Form 8-K 
                    dated March 9, 1999.

         10(a)      Stock Purchase Agreement dated as of December 15, 1998 among
                    the Company, Filtran Microcircuits Inc. ("FMI") and the 
                    shareholders of FMI and others party thereto.

         10(b)      Profit Sharing Plan of the Company is hereby incorporated by
                    reference to Exhibit 10(n) to the Company's Registration 
                    Statement on Form SO-1 (No. 2-79455).*

         10(c)      1983 Key Employees Stock Option Plan of the Company 
                    effective March 21, 1983 is hereby incorporated by reference
                    to Exhibit 10(m) to the Company's Annual Report on Form 10-K
                    dated March 31, 1983.*

         10(d)      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 (No. 33-68862) dated September 14, 1993.*

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

         10(f)      Resolutions of the Stock Option Committee of the Board of 
                    Directors of the Company, adopted June 3, 1998, amending the
                    1983 Key Employees Stock Option Plan of the Company, the 
                    1993 Stock Option Plan of the Company and the 1997 Long-Term
                    Incentive Plan of the Company and adjusting outstanding 
                    awards thereunder to give effect to the Company's 10% stock 
                    dividend paid June 5, 1998.*

         10(g)(1)   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.*

         10(g)(2)   Resolutions of the Stock Purchase Plan Committee of the 
                    Board of Directors of the Company, adopted June 3, 1998, 
                    amending the 1995 Stock Purchase Plan of the Company
                    and adjusting outstanding awards thereunder to give effect 
                    to the Company's 10% stock dividend paid June 5, 1998.*

         10(h)(1)   1996 Stock Option Plan for Non-Employee Directors of the 
                    Company is hereby incorporated by reference to Exhibit 10(d)
                    to the Company's Annual Report on Form 10-KSB dated 
                    March 24, 1997.*

         10(h)(2)   Resolutions of the Board of Directors of the Company, 
                    adopted June 3, 1998, amending the 1996 Stock Option Plan 
                    for Non-Employee Directors of the Company and adjusting
                    outstanding awards thereunder to give effect to the 
                    Company's 10% stock dividend paid June 5, 1998.*

         10(i)      Amended and Restated Employment Agreement dated as of 
                    January 1, 1998 between the  Company and Mason N. Carter is 
                    hereby incorporated by reference to Exhibit 10(a) to
                    the Company's Quarterly Report on Form 10-QSB dated 
                    August 14, 1998.*
                                      -18-
<PAGE>

                                 EXHIBIT INDEX
                                                                   Sequentially
              Exhibit                                              Numbered Page
           

         10(j)      Stock Purchase Agreement dated as of May 4, 1998 between the
                    Company and Mason N. Carter is hereby incorporated by 
                    reference to Exhibit 10(b) to the Company's Quarterly Report
                    on Form 10-QSB dated August 14, 1998.*

         10(k)      Amended and Restated Pledge Agreement dated as of 
                    May 4, 1998 between the Company and Mason N. Carter is 
                    hereby incorporated by reference to Exhibit 10(c) to the
                    Company's Quarterly Report on Form 10-QSB dated 
                    August 14, 1998.*

         10(l)      Amended Promissory Note dated as of May 4, 1998 executed by 
                    Mason N. Carter in favor of the Company.*

         10(m)      Registration Rights Agreement dated as of May 4, 1998 
                    between the Company and Mason N. Carter is hereby 
                    incorporated by reference to Exhibit 10(e) to the Company's
                    Quarterly Report on Form 10-QSB dated August 14, 1998.*

         10(n)(1)   Form of Severance Agreement entered into with certain 
                    officers of the Company is hereby incorporated by reference
                    to Exhibit 10(i) to the Company's Annual Report on Form 
                    10-KSB dated March 30, 1998.*

         10(n)(2)   Schedule of officers with substantially identical agreements
                    to the form filed as Exhibit 10(n)(1) hereto is hereby 
                    incorporated by reference to Exhibit 10(j) to the Company's
                    Annual Report on Form 10-KSB dated March 30, 1998.*

         10(o)      Consulting Agreement dated as of January 1, 1998 between the
                    Company and Arthur A. Oliner is hereby incorporated by 
                    reference to Exhibit 10 to the Company's Quarterly Report on
                    Form 10-QSB dated May 14, 1998.*

         10(p)      Separation Agreement dated as of December 31, 1998 between 
                    the Company and Eugene W. Niemiec.*                         

         10(q)      Stockholder's Agreement dated as of October 30, 1998 between
                    the Company and Charles F. Huber, II is hereby incorporated
                    by reference to Exhibit 10 to the Company's Quarterly Report
                    on Form 10-QSB dated November 16, 1998.

         10(r)      Separation Agreement dated as of December 16, 1998 between
                    the Company and Jacob Lin.*

         13         Annual Report to Shareholders for Fiscal Year Ended 
                    January 2, 1999.

         21         Subsidiaries of the Company.

         23(a)      Consent of Arthur Andersen LLP.

         23(b)      Consent of J.H. Cohn LLP.

         27         Financial Data Schedule for Fiscal Year Ended 
                    January 2, 1999.

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

                                      -19-