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    December 30, 2000
                             ---------------------------------------------------

Commission file number       0-11201
                             ---------------------------------------------------

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

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

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: $23,035,682

     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 on
March 23, 2001, was $29,937,000. Shares 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 23, 2001, was
2,615,019 shares.

DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the Registrant's Annual Report to Shareholders for Fiscal Year
Ended December 30, 2000, are incorporated into Parts I and II of Form 10-KSB.
     Portions of the Registrant's Proxy Statement for the 2001 Annual Meeting of
Shareholders are incorporated into Part III of Form 10-KSB.

     Exhibit index is on page 14.




<PAGE>


                              CAUTIONARY STATEMENT

         This Annual Report on Form 10-KSB contains statements relating to
future results of Merrimac Industries, Inc. ("Merrimac" or the "Company")
(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; the ability to protect proprietary information and
technology; competitive products and pricing pressures; the risk that Merrimac
will not be able to continue to raise sufficient capital to expand its
operations as currently contemplated by its business strategy; risks relating to
governmental regulatory actions in communications and defense programs; risks
associated with demand for and market acceptance of existing and newly developed
products; and inventory risks due to technological innovation and product
obsolescence, 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.


                                     PART I

ITEM 1.  BUSINESS



                                     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 the Multi-Mix(R) Microtechnology processes
to the marketplace. Multi-Mix(R) process is an enabling technology that employs
three-dimensional designs of multiple circuit layers bonded together using a
fusion bonding process to help build components and subassemblies at a fraction
of the size, weight and cost of conventional microstrip and stripline products.

         In February 1999, Merrimac completed the acquisition of all the
outstanding stock of Filtran Microcircuits Inc. ("FMI"), a manufacturer of
microwave micro circuitry. FMI produces technically intricate microstrip, banded
stripline and thick metal-backed Teflon(R) circuits for satellite, aerospace,
telecommunications, automotive adaptive cruise control, navigation and defense
applications worldwide. Merrimac acquired FMI to enable Merrimac to incorporate
FMI's competency in fine line etching into the Multi-Mix(R) Microtechnology
processes and accelerate Merrimac's penetration into the




<PAGE>


satellite communications, defense and wireless markets. FMI is operated as a
wholly-owned subsidiary of Merrimac.

         Merrimac was originally incorporated as Merrimac Research and
Development, a New York corporation, in 1954. Merrimac was reincorporated as a
New Jersey corporation in 1994 and subsequently reincorporated as a Delaware
corporation in 2001.

                            DESCRIPTION OF BUSINESSES

Core Business

         In 1998, Merrimac introduced Multi-Mix(R) Microtechnology capabilities,
a new innovative process for microwave, multilayer integrated circuits and
micro-multifunction module (MMFM(R)) technology 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. This 3-dimensional Multi-Mix(R) design consisting of stacked
circuit layers permits the manufacture of components and subsystems that are a
fraction of the size and weight of conventional microstrip and stripline
products.

         Merrimac 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.
Merrimac'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. Merrimac's components range in price from $20
to $10,000 and its subsystems range from $500 to more than $100,000.

         Merrimac has traditionally developed and offered for sale products
built to specific customer needs, as well as, standard catalog items.
Approximately 30% of 2000 revenues were derived from initial orders for products
custom designed for specific customer applications, 51% from repeat orders for
such products and 19% from catalog sales.

         Merrimac maintains a current electronic catalog on its Internet
website. The Merrimac catalog includes hundreds of standard components, and
provides a 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.

         Merrimac's strategy is to be a reliable supplier of high quality,
technically innovative signal processing products. Merrimac coordinates its
marketing, research and development, and manufacturing operations to develop new
products and expand its markets. Merrimac'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 wireless telecommunications electronics.
Merrimac's research and development efforts are targeted towards providing
customers with more complex, reliable, and compact products at lower costs.




                                       2


<PAGE>


         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
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 Merrimac'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 the discussion of CAD/CAM in "Research and Development" below.

         Merrimac has also begun to use the Internet to reach its customers more
efficiently. Merrimac's On-Line Co-Design(R) system, an innovative service,
allows RF and microwave circuit designers to create and test their products
on-line over the Internet. The customer uses the latest design tools from
Hewlett-Packard EEsof, together with proprietary circuit elements from the
Multi-Mix(R) library of pre-engineered components and assemblies. This service
allows Merrimac engineers to work more directly with customers as they design
their products.

         For a discussion of financial information about Merrimac's business
segments and geographic data, reference is made to Note 11 of Notes to
Consolidated Financial Statements in Merrimac's Annual Report to Shareholders
for the Fiscal Year Ended December 30, 2000, which note is incorporated herein
by reference.

         Products

         Merrimac'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; and (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.
Merrimac's other product categories include single side band modulators, image
reject mixers, vector modulators and a wide variety of specialized integrated
Micro-Multifunction Modules (MMFM(R)) assemblies. In the last fiscal year, no
one product accounted for more than ten percent of total net sales.




                                       3


<PAGE>


         Approximately 55% of Merrimac's sales in 2000 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). Merrimac provides facilities dedicated to the design, development,
manufacture, and testing of these products along with special program management
and documentation personnel.

         Merrimac'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 wireless
telecommunications electronics and communications equipment. Merrimac's products
are also utilized in systems to receive and distribute television signals from
satellites and through other microwave networks including cellular radio.

Filtran Microcircuits Inc.

         General

         Established in 1983, Filtran Microcircuits, Inc. ("FMI") is a leading
manufacturer of microwave micro circuitry for the high frequency communications
industry. FMI produces microstrip, bonded stripline, and thick metal-backed
Teflon(R) (PTFE) microcircuits for wireless telecommunications, including
satellite, aerospace, PCS, fiber optic telecommunications, automotive,
navigational and defense applications worldwide. FMI participates in the market
for millimeter-wave applications, a technology experiencing high growth.
Merrimac believes that FMI's technical capability and ability to provide the
reliable processing required by customers enable it to address this market. FMI
also supplies mixed dielectric multilayer and high speed interconnect circuitry
to meet customer demand for high performance and cost-effective packaging.

         FMI's strong technical team, proprietary processes and equipment allow
FMI to manufacture precise circuits, with edge resolution of .0005 inch or
better. The accuracy provided by FMI is particularly valued by customers in
high-end applications who require microwave circuitry with significant
reliability.

         FMI, through its innovative processing, has developed a proprietary
sodium etch formulation for plated-through hole ("PTH") and edge plating which
gives tight control of processing, thereby easing the difficult process of
achieving reliable plated through holes. FMI has also successfully pioneered
sputtering techniques for PTH applications on thick-metal backed PTFE circuitry
that offer superior reliability, performance and mechanical strength.

         FMI has also achieved significant results in the area of accuracy of
circuit board imaging. FMI employs specially developed processes using liquid
photo-resists and high-intensity, collimated UV exposure techniques in fine line
processing for both single, double-sided and multi-layer PTH boards.

         Products

         FMI produces precision microwave circuitry, having operating
frequencies that typically range from 500 MHz to 100 GHz, through the processing
of microstrip, bonded stripline, thick metal-backed PTFE and mixed dielectric
multilayer. FMI also produces aluminum, copper and brass backed circuits.
Although FMI generally purchases pre-bonded materials, it also has the
capability to bond




                                       4


<PAGE>


substrates to thick metal carriers when requested by customers. FMI also
processes thin film circuits on hard substrates such as ceramic, ferrite and
glass.

         FMI has developed innovative processing that provides customers with
reliable and high performance circuitry. FMI has the capability to process: (1)
1 mil lines and spaces with +/- .2 mil tolerance; (2) embedded resistors; (3)
proprietary sodium etch formulation for reliable PTH and edge plating; (4)
proprietary sputtering techniques for blind holes in thick metal-backed PTFE;
(5) proprietary copper Thin Film metallization on ceramic; (6) high purity,
wire-bondable gold; (7) plated through hole aspect ratios up to 10:1; and (8)
multi-layer bonding. FMI has machining capabilities in computer numerically
controlled routing, drilling, milling and laser machining. Machining tolerance
ranges from +/- .005 inch to +/- .001 inch.

         FMI maintains a quality assurance program which involves a stringent
program of in-house inspection to assure that, when customers request specified
standards based on certain needs, such as MIL-P-5510, IPC-RB-276 and IPC-HF-318,
FMI meets such standards.

         Worldwide applications include: millimeter wave (PCS backhaul, local
and multipoint distribution systems automotive radar, sensors and point to
multipoint), satellite, aerospace, automotive and defense.

Marketing

         Merrimac markets its products in the United States and Canada directly
to customers through a marketing staff comprised of 16 employees, including five
employees located at FMI in Ottawa, Canada, and through 22 independent domestic
sales organizations. Merrimac utilizes 19 independent sales organizations to
market its products elsewhere in the world. Merrimac's marketing program focuses
on identifying new programs and applications for which Merrimac can develop
prototypes leading to volume production orders.

         Merrimac's customers are primarily major industrial corporations that
integrate Merrimac's products into a wide variety of defense and commercial
systems. Merrimac's customers include The Boeing Company, Raytheon Company,
Northrop Grumman Corporation, Lockheed Martin Corporation, Loral Space &
Communications Ltd., TRW, Inc. and Motorola, Inc. Sales to any one foreign
geographic area did not exceed 10% of net sales for 2000 or 1999, and were 10.6%
to Europe in 1998. Sales to Lockheed Martin Corporation were 12.2%, 10.0% and
13.4% of net sales in 2000, 1999 and 1998, respectively. Sales to The Boeing
Company (which acquired the space and communications business from Hughes
Electronics Corporation, a customer of the Company, in 2000) were 9.1% of net
sales in 2000. Pro forma combined sales to The Boeing Company and Hughes
Electronics Corporation were 21.3% and 16.7% of net sales in 1999 and 1998,
respectively. Sales to The Boeing Company were 10.4% and 6.3% of net sales in
1999 and 1998, respectively, and sales to Hughes Electronics Corporation were
10.9% and 10.3% of net sales in 1999 and 1998, respectively.

         FMI's key customers include M/A Com, Inc., Communication Techniques
Inc., SierraCom, Filtronic Broadband (U.K.), Nortel Networks Corporation,
Raytheon Company, VertiCom, Inc. and Signal Technology Corporation.

         Both Merrimac (www.merrimacind.com or www.multi-mix.com) and FMI
(www.filtranmicro.com) have a uniform resource locator ("URL") Internet address
and have




                                       5


<PAGE>


established a commercial presence on the World Wide Web. Merrimac's product
catalog is available on its website.

Export Controls

         The Company's products are subject to the Export Administration
Regulations (the "EAR") administered by the U.S. Department of Commerce and may,
in certain instances, be subject to the International Traffic in Arms
Regulations (the "ITAR") administered by the U.S. Department of State. The EAR
restrict the export of dual-use products and technical data to certain
countries, while the ITAR restrict the export of defense products, technical
data and defense services. Merrimac believes that it has implemented internal
export procedures and controls in order to achieve compliance with the
applicable U.S. export control regulations. However, the U.S. government
agencies responsible for administering the EAR and the ITAR have significant
discretion in the interpretation and enforcement of these regulations, and it is
possible that these regulations could adversely affect the Company's ability to
sell its products to non-U.S. customers.

Research and Development

         During fiscal 2000 and 1999, research and development expenditures
amounted to $1,871,000 and $2,096,000, respectively. With the exception of
$292,000 of expenses at FMI, substantially all of the research and development
funds in fiscal 2000 were primarily expended for new Multi-Mix(R)
Microtechnology products. Merrimac plans to commit research and development
funds at the same level in fiscal 2001 as in 2000, and will focus its efforts on
new product development for specific customer applications requiring integration
of circuitry and further miniaturization, precision and volume applications.

         Merrimac's research and development activities include the development
of prototypes for new programs and applications and the implementation of new
technologies to enhance Merrimac's competitive position. Projects focusing on
surface mounted devices, multilayer, 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. Merrimac 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. Current research and development programs at FMI
include: laser machining, resistors on organic materials, high-resolution
circuit techniques, resistor trimming and electroless nickel on aluminum
housings.

Environmental Regulation

         Federal, state and local requirements relating to the discharge of
substances into the environment, the disposal of hazardous waste and other
activities affecting the environment have had and will continue to have an
impact on Merrimac's manufacturing operations. Thus far, compliance with current
environmental requirements has been accomplished without material effect on
Merrimac's liquidity and capital resources, competitive position or financial
statements, and management believes that such compliance will not have a
material adverse effect on Merrimac's liquidity and capital resources,
competitive position or financial statements in the future. Management cannot
assess the possible effect of compliance with future requirements.




                                       6


<PAGE>


Backlog

         Merrimac manufactures specialized components and subsystems pursuant to
firm orders from customers and standard components for inventory. As of December
30, 2000, Merrimac had a firm backlog of orders of approximately $10,640,000.
Merrimac estimates that approximately 90% of the orders in its backlog as of
December 30, 2000 will be shipped within one year. Merrimac does not consider
its business to be seasonal.

Competition

         Merrimac encounters competition in all aspects of its business.
Merrimac competes both domestically and internationally in the military and
commercial markets and specifically within the aerospace and telecommunications
areas. Merrimac'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
Merrimac and well-recognized brand names. Merrimac 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.
Merrimac believes that its 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 Merrimac over the years to successfully
maintain a stable customer base and have directly contributed to Merrimac'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. Merrimac has its own machine shop employing CAD/CAM techniques and
etching facilities to handle soft and hard substrate materials. In addition,
Merrimac maintains testing and inspection procedures intended to minimize
production errors and enhance product reliability. Merrimac began manufacturing
in Costa Rica in the second half of 1996. In January 1998, these operations were
moved to a larger facility. During 2000, in addition to manufacturing Merrimac's
line of products, the Costa Rican facility also provided contract manufacturing
services.

         FMI's manufacturing facility consists of CAD/CAM, chemical and
mechanical processes, quality systems and R&D of bare circuit board materials
specifically selected for high frequency applications. Manual and automatic
methods are utilized depending upon the circuit volumes, complexity and existing
technologies available to the printed wiring board industry. During the past
year, FMI has added new equipment and procedures to reduce cost and improve
efficiencies in operations. Notably, FMI added automated optical measuring
systems, an upgraded ERP system, Bridgeport machining center, a photoplotter, a
new PTH line, a new gold plating line and a laser-machining center. FMI is
working towards ISO 9002 certification, targeted for the first quarter of 2001.

         Microwave materials used in FMI's products are available from Rogers
and Arlon. Laminate materials are available from a small number of qualified
suppliers. The suppliers that provide




                                       7


<PAGE>


materials to FMI specialize in the manufacture of microwave materials. Customers
often direct FMI to use a particular vendor for laminates based upon particular
design specifications.

         During 1999, Merrimac implemented programs to improve the efficiency of
manufacturing operations and reduce costs. Merrimac 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. In October 1999, Factory Mutual Research awarded the ISO 9001
certification to Merrimac's Multi-Mix(R) Microtechnology Group manufacturing
facility. In December 2000, Factory Mutual Research awarded the ISO 9001
certification to the Company's RF Microwave Products Group manufacturing
facility. The ISO 9001 certification verifies that the Multi-Mix(R)
Microtechnology Group and the RF Microwave Products Group of Merrimac comply
with the internationally recognized standard for quality systems and the model
for quality assurance in design, development, production, installation and
servicing. Merrimac's manufacturing subsidiary located in Costa Rica obtained
ISO 9002 certification prior to fiscal 1999.

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

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

Employee Relations

         As of December 30, 2000, Merrimac employed approximately 260 full time
employees, including 80 employees at FMI and 60 employees at Merrimac's Costa
Rica facility. None of Merrimac's employees are represented by a labor
organization. Merrimac has never experienced a work stoppage or interruption due
to a labor dispute. Management believes that relations with its employees are
satisfactory.

Patents

         As of March 27, 2001, Merrimac owns 8 patents with respect to certain
inventions it developed. No assurance can be given that the protection that
Merrimac has acquired through patents is sufficient to deter others, legally or
otherwise, from developing or marketing competitive products. There can be no
assurance that any of the patents will be found valid, if validity is
challenged. Although Merrimac has from time to time filed patent applications in
connection with the inventions which it believes are patentable, there can be no
assurance that these applications will issue into patents.

ITEM 2.  DESCRIPTION OF PROPERTY

         Merrimac's administrative offices, research and principal production
facilities are located in West Caldwell, New Jersey, on a five-acre parcel owned
by Merrimac. 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.
In February 2001, Merrimac began construction of an additional 19,200
square-




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foot manufacturing facility in West Caldwell, New Jersey, which is expected to
be completed by the end of 2001.

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

         Effective January 2001, Merrimac modified its existing lease for a
17,000 square-foot manufacturing facility in Costa Rica by reducing the leased
space to 8,200 square feet and extending the lease for the reduced space through
December 2004. In February 2001, Merrimac also signed a new five-year lease for
a 36,200 square-foot facility in Costa Rica, which will be exclusively devoted
to manufacturing of the Multi-Mix(R) Microtechnology products.

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

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

ITEM 3.  LEGAL PROCEEDINGS

         Merrimac is a party to lawsuits, both as a plaintiff and a defendant,
arising in the normal course of business. It is the opinion of Merrimac's
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 Merrimac.

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

         Not applicable.




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<PAGE>


                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Merrimac's Common Stock has been listed and traded on The American
Stock Exchange since July 11, 1988, under the symbol MRM. As of March 23, 2001,
Merrimac had approximately 200 holders of record. Merrimac believes there are
approximately 1,500 additional holders in "street name" through broker nominees.

         Reference is made to the table captioned "Quarterly Common Stock Data"
of Merrimac's Annual Report to Shareholders for the Fiscal Year Ended December
30, 2000, 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 Merrimac's Common Stock during the past two fiscal years.

         Merrimac has not paid any cash dividends to its shareholders since the
third quarter of 1997. The Board of Directors eliminated the dividend on August
28, 1997.

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 the information in the Consolidated Statements of
Income, Consolidated Balance Sheets, Consolidated Statements of Shareholders'
Equity, Consolidated Statements of Cash Flows, Notes to Consolidated Financial
Statements and Report of Independent Public Accountants contained in the Annual
Report, which information is incorporated herein by reference with respect to
Merrimac's financial position as of December 30, 2000 and January 1, 2000, and
the results of operations and cash flows for the years ended December 30, 2000,
January 1, 2000 and January 2, 1999, and the report of Arthur Andersen LLP. For
unaudited selected quarterly financial data, see the table captioned "Quarterly
Financial Information" contained in the Annual Report, which table is
incorporated herein by reference.

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

         Not applicable.




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<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 Merrimac's definitive Proxy Statement for the 2001 Annual
Meeting of Shareholders (the "Proxy Statement") which Merrimac 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 the Board of Directors is incorporated herein by
reference.

         The following is a list of Merrimac's current executive officers, their
ages and their positions. 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                  54       Chairman, President and
                                          Chief Executive Officer

Robert V. Condon                 54       Vice President, Finance, Treasurer,
                                          Secretary and Chief Financial Officer

Richard E. Dec                   57       Vice President, Business Development

Brian R. Dornan                  52       Vice President and Chief Engineer, RF
                                          Microwave Products Group

Ronald Gold                      49       General Manager, FMI

Reynold K. Green                 42       Vice President and General Manager,
                                          RF Microwave Products Group

Jayson E. Hahn                   33       Vice President, Information Technology
                                          and Chief Information Officer

James J. Logothetis              40       Vice President, Multi-Mix(R)
                                          Engineering

Joseph McAndrew                  46       Vice President, Multi-Mix(R)
                                          Operations

Michael Pelenskij                40       Vice President, Operations RF
                                          Microwave Products Group

Dr. Kovilvila N. Ramachandran    60       President and Technical Director, FMI




                                       11


<PAGE>


Lawrence S. Ross                 32       Vice President, Quality



Family Relationships

         There are no family relationships among the officers listed.

     Business Experience of Executive Officers During Past Five Years

         Mr. Carter has served as Chairman of the Board since July 24, 1997, and
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.

         Mr. Condon has been Vice President, Finance and Chief Financial Officer
("CFO") since joining Merrimac in March 1996 and was appointed Secretary and
Treasurer in January 1997. Prior to joining Merrimac, he was with Berkeley
Educational Services as Vice President, Finance, Treasurer and CFO from 1995 to
February 1996.

         Mr. Dec has been Vice President, Business Development in July 2000
after serving as Vice President , Marketing since joining Merrimac in March
1997. Prior to joining Merrimac, he was Vice President of Business Development
of Kinley & Manbeck, Inc., a business process re-engineering and systems
implementation consulting company, from April 1996 to March 1997. From 1995 to
March 1996, he was National Account Manager, Product and Systems Group for
Datatec Industries, Inc.

         Mr. Dornan was appointed Vice President and Chief Engineer of the RF
Microwave Products Group in December 2000 after serving as Vice President,
Research and Development since February 1998. From October 1996 to February 1998
he served as Group Vice President of Technology and Engineering of Merrimac. He
had been Group Vice President of Manufacturing from 1986 to October 1996.

         Mr. Gold was appointed General Manager of FMI in September 2000 after
serving as Vice President, Materials and Business Processes from January to
August 2000. Prior to January 2000, Mr. Gold held the position of Director of
Materials since joining the Company in April 1997. Prior to his employment with
the Company, Mr. Gold held the positions of Commodity Manager, Materials Manager
and Manufacturing Engineering Manager at PrePress Solutions, Inc. from 1986 to
1997.

         Mr. Green was appointed Vice President and General Manager of the RF
Microwave Products Group in January 2000. He was Vice President, Sales from
March 1997 to January 2000 and Vice President of Manufacturing from April 1996
to March 1997. 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.

         Mr. Hahn was appointed Vice President, Information Technology and Chief
Information Officer in October 2000 after serving as Director, Network Services
since June 1998. He served




                                       12


<PAGE>


as Manager, Network Services from June 1997 to June 1998 and was Information
Technology Support Specialist from December 1996 to June 1997. Prior to joining
the Company, Mr. Hahn was with Berkeley Educational Services, where he held
various Information Technology related positions from 1992 to November 1996.

         Mr. Logothetis was appointed Vice President, Multi-Mix(R) Engineering
in May 1998 after rejoining Merrimac in January 1997 to serve as Director,
Advanced Technology. Prior to rejoining Merrimac, 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 through 1994, Mr.
Logothetis held various engineering positions with Merrimac, including Group
Manager, Engineering.

         Mr. McAndrew was appointed Vice President, Multi-Mix(R) Operations in
June 1999 after serving as Director of Manufacturing Engineering from 1997 to
1999. From 1984 through 1997, Mr. McAndrew held various engineering positions at
Merrimac including Manager, Manufacturing and Process Engineering.

         Mr. Pelenskij was appointed Vice President, Operations RF Microwave
Products Group in January 2000 Company after serving as Director of
Manufacturing of the Company from January 1999 to January 2000. Prior to January
1999, Mr. Pelenskij held the positions of Manager of Screened Components, RF
Design Engineer, and District Sales Manager at the Company since joining the
Company in 1993.

         Dr. Ramachandran has been President of FMI since January 1996 and has
been Technical Director of FMI since co-founding FMI in 1983. Dr. Ramachandran
served as a member of FMI's Board of Directors prior to Merrimac's acquisition
of FMI. Prior to 1983, Dr. Ramachandran held a position at the National Research
Council of Canada.

         Mr. Ross was appointed Vice President, Quality in January 2000 after
serving as Director, Quality since joining the Company in March 1999. Prior to
joining the Company, Mr. Ross was employed as Manager, Quality & Efficiency at
Philips Consumer Electronics' Digital TV Group, a corporate design competency,
from December 1998 to March 1999. From May 1997 to December 1998, Mr. Ross held
the position of Corporate Quality Assurance Manager at General Bearing
Corporation, a ball and taper roller bearing design and manufacturing company.
From 1995 to 1997, he was Director, Quality and ISO Coordination for Mikron
Instrument Company, a non-contact temperature measurement design and
manufacturing company.

         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.




                                       13


<PAGE>


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.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

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

         3(a)              By-laws of Merrimac are hereby incorporated by
                           reference to Exhibit 3(ii)(b) to Post-Effective
                           Amendment No. 2 to the Registration Statement on
                           Form S-8 (No. 33-68862) of Merrimac dated
                           February 23, 2001.

         3(b)              Certificate of Incorporation of Merrimac is hereby
                           incorporated by reference to Exhibit 3(i)(b) to
                           Post-Effective Amendment No. 2 to the Registration
                           Statement on Form S-8 (No. 33-68862) of Merrimac
                           dated February 23, 2001.

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

         4(b)              Amendment No. 1 dated as of June 9, 1999, to the
                           Shareholder Rights Agreement dated as of
                           March 9, 1999, between Merrimac and ChaseMellon
                           Shareholder Services, L.L.C., as Rights Agent, is
                           hereby incorporated by reference to Exhibit 1 to
                           Merrimac's Current Report on Form 8-K dated
                           June 9, 1999.

         4(c)              Amendment No. 2 dated as of April 7, 2000, to the
                           Shareholder Rights Agreement dated as of
                           March 9, 1999, between Merrimac and ChaseMellon
                           Shareholder Services, L.L.C., as Rights Agent, is
                           hereby incorporated by reference to Exhibit 2 to
                           Merrimac's Current Report on Form 8-K dated
                           April 10, 2000.

         4(d)              Amendment No. 3 dated as of October 26, 2000, to the
                           Shareholder Rights Agreement dated as of
                           March 9, 1999, between Merrimac and ChaseMellon
                           Shareholder Services, L.L.C., as Rights Agent, is
                           hereby incorporated by




                                       14


<PAGE>


                           reference to Exhibit 2 to Merrimac's Current Report
                           on Form 8-K dated October 27, 2000.

         4(e)              Amendment No. 4 dated as of February 21, 2001, to the
                           Shareholder Rights Agreement dated as of
                           March 9, 1999, between Merrimac and Mellon Investor
                           Services, L.L.C. (formerly known as ChaseMellon
                           Shareholder Services, L.L.C.), as Rights Agent, is
                           hereby incorporated by reference to Exhibit 1(d) to
                           Merrimac's Current Report on Form 8-K dated
                           February 21, 2001.

         10(a)             Stock Purchase and Exclusivity Letter Agreement dated
                           April 7, 2000, among Ericsson Microelectronics, A.B.,
                           Ericsson Holdings International, B.V. and Merrimac is
                           hereby incorporated by reference to Exhibit 10(a) to
                           Merrimac's Quarterly Report on Form 10-QSB dated
                           August 15, 2000.

         10(b)             Registration Rights Agreement dated as of
                           April 7, 2000, between Merrimac and Ericsson Holding
                           International, B.V. is hereby incorporated by
                           reference to Exhibit 10(b) to Merrimac's Quarterly
                           Report on Form 10-QSB dated August 15, 2000.

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

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

         10(e)             1993 Stock Option Plan of Merrimac effective
                           March 31, 1993, is hereby incorporated by
                           reference to Exhibit 4(c) to Merrimac's Registration
                           Statement on Form S-8 (No. 33-68862) dated
                           September 14, 1993.*

         10(f)             1997 Long-Term Incentive Plan of Merrimac is hereby
                           incorporated by reference to Exhibit A to Merrimac's
                           Proxy Statement dated April 11, 1997.*

         10(g)             Resolutions of the Stock Option Committee of the
                           Board of Directors of Merrimac adopted June 3, 1998,
                           amending the 1983 Key Employees Stock Option Plan of
                           Merrimac, the 1993 Stock Option Plan of Merrimac and
                           the 1997 Long-Term Incentive Plan of Merrimac and
                           adjusting outstanding awards thereunder to give
                           effect to Merrimac's 10% stock dividend paid
                           June 5, 1998, are hereby incorporated by reference to
                           Exhibit 10(f) to Merrimac's Annual Report on
                           Form 10-KSB dated March 30, 1999.*

         10(h)(1)          1995 Stock Purchase Plan of Merrimac is hereby
                           incorporated by reference to Exhibit A to the Proxy
                           Statement of Merrimac dated March 17, 1995.*

         10(h)(2)          Resolutions of the Stock Purchase Plan Committee of
                           the Board of Directors of Merrimac adopted
                           June 3, 1998, amending the 1995 Stock Purchase Plan
                           of Merrimac and adjusting outstanding awards
                           thereunder to give effect to




                                       15


<PAGE>


                           Merrimac's 10% stock dividend paid June 5, 1998, are
                           hereby incorporated by reference to Exhibit 10(g)(2)
                           to Merrimac's Annual Report on Form 10-KSB dated
                           March 30, 1999.*

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

         10(i)(2)          Resolutions of the Board of Directors of Merrimac,
                           adopted June 3, 1998, amending the 1996 Stock Option
                           Plan for Non-Employee Directors of Merrimac and
                           adjusting outstanding awards thereunder to give
                           effect to Merrimac's 10% stock dividend paid
                           June 5, 1998, are hereby incorporated by reference to
                           Exhibit 10(h)(2) to Merrimac's Annual Report on Form
                           10-KSB dated March 30, 1999.*

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

         10(k)             Amendment dated August 31, 2000 to the Amended and
                           Restated Employment Agreement dated January 1, 1998,
                           between Merrimac and Mason N. Carter is hereby
                           incorporated by reference to Exhibit 10(a) to
                           Merrimac's Quarterly Report on Form 10-QSB dated
                           November 14, 2000.*

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

         10(m)             Amended Promissory Note dated as of May 4, 1998,
                           executed by Mason N. Carter in favor of Merrimac is
                           hereby incorporated by reference to Exhibit 10(l) to
                           Merrimac's Annual Report on Form 10-KSB dated
                           March 30, 1999.*

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

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

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

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




                                       16


<PAGE>


         10(q)             Separation Agreement dated as of December 31, 1998,
                           between Merrimac and Eugene W. Niemiec is hereby
                           incorporated by reference to Exhibit 10(p) to
                           Merrimac's Annual Report on Form 10-KSB dated
                           March 30, 1999.*

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

         10(s)             Shareholder's Agreement dated as of June 3, 1999,
                           among Merrimac, William D. Witter, Inc. and
                           William D. Witter is hereby incorporated by reference
                           to Exhibit 10 to Merrimac's Quarterly Report on
                           Form 10-QSB dated August 12, 1999.

         10(t)             Subscription Agreement for Common Stock and Warrants
                           dated October 26, 2000, between Merrimac and Ericsson
                           Holding International, B.V. (with a form of Warrant
                           attached).

         10(u)             Registration Rights Agreement dated October 26, 2000,
                           between Merrimac and Ericsson Holding International,
                           B.V.

         10(v)             Subscription Agreement for Common Stock and Warrants
                           dated October 26, 2000, between Merrimac and certain
                           entities and individuals related to Adam Smith
                           Investment Partners, L.P. (with a form of Warrant
                           attached).

         10(w)             Registration Rights Agreement dated October 26, 2000,
                           between Merrimac and certain entities and individuals
                           related to Adam Smith Investment Partners, L.P.

         10(x)             Subscription Agreement for Common Stock and Warrants
                           dated October 26, 2000, among Merrimac, Edward H.
                           Cohen, Joseph B. Fuller and Joel H. Goldberg
                           (with a form of Warrant attached).

         13                Portions of Merrimac's Annual Report to Shareholders
                           for Fiscal Year Ended December 30, 2000.

         21                Subsidiaries of Merrimac.

         23                Consent of Arthur Andersen LLP.



_______________________

         *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 October 27, 2000,
              reporting closing of a private placement of Merrimac's shares and
              warrants for aggregate proceeds of $4.6 million.




                                       17


<PAGE>


              A Current Report on Form 8-K was filed on November 9, 2000,
              reporting Merrimac's results of operations for the third quarter
              of fiscal year 2000.




                                       18


<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, 2001                         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           March 30, 2001            Chairman, President and
-------------------           --------------            ------------------------
  (Mason N. Carter)                                     Chief Executive Officer
                                                        ------------------------
                                                        (principal executive
                                                        ------------------------
                                                        officer) and Director
                                                        ------------------------

/s/ Albert H. Cohen           March 30, 2001            Director
-------------------           --------------            --------
 (Albert H. Cohen)

/s/ Edward H. Cohen           March 30, 2001            Director
-------------------           --------------            --------
 (Edward H. Cohen)

/s/ Joseph B. Fuller          March 30, 2001            Director
--------------------          --------------            --------
 (Joseph B. Fuller)

/s/ Joel H. Goldberg          March 30, 2001            Director
--------------------          --------------            --------
 (Joel H. Goldberg)

/s/ Arthur A. Oliner          March 30, 2001            Director
--------------------          --------------            --------
 (Arthur A. Oliner)




                                       19


<PAGE>


/s/ Robert V. Condon          March 30, 2001            Vice President, Finance,
--------------------          --------------            ------------------------
 (Robert V. Condon)                                     Treasurer, Secretary and
                                                        ------------------------
                                                        Chief Financial Officer
                                                        ------------------------
                                                        (principal financial and
                                                        ------------------------
                                                        accounting officer)
                                                        ------------------------




                                       20