<PAGE>



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

                                  FORM 10-QSB

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


For Quarter ended September 28, 1996              Commission file No. 0-11201
                  ------------------                                  -------

                           MERRIMAC INDUSTRIES, INC.
-------------------------------------------------------------------------------
           (Exact name of the registrant as specified in its charter)


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



     41 Fairfield Place
     West Caldwell, New Jersey                                07007-0986
-------------------------------                      -------------------------
      (Address of principal                                 (Zip code)
       executive offices)



Registrant's telephone number, including area code (201) 575-1300
                                                   --------------


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section S 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 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    
    ---     ---

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

           Class                              Outstanding at November 8, 1996
-----------------------------                 --------------------------------
Common Stock ($.50 par value)                            1,499,135






<PAGE>


PART I.     FINANCIAL INFORMATION

ITEM 1.     Financial Statements

                           MERRIMAC INDUSTRIES, INC.
                          CONSOLIDATED BALANCE SHEET 
                          ---------------------------
                                 (Unaudited)
                                                     September 28,
                                                          1996
                                                     -------------
ASSETS                                                         
------
Current Assets:
  Cash and cash equivalents .......................   $ 2,403,369
  Accounts receivable .............................     1,764,444
  Inventories:
    Finished goods ................................       762,201
    Work in process ...............................     2,154,844
    Parts and raw materials .......................       978,136
                                                      -----------
      Total inventories ...........................     3,895,181

   Prepaid expenses ...............................       228,507
   Prepaid income taxes............................        83,951
   Deferred tax assets.............................     1,072,452
                                                      -----------
      Total current assets ........................     9,447,904

Property, plant and equipment .....................    12,679,319
  Less accumulated depreciation ...................     9,396,516
                                                      -----------
      Net property, plant and equipment ...........     3,282,803

Other assets ......................................        91,851
                                                      -----------
      Total Assets                                    $12,822,558
                                                      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------
Current Liabilities:
  Accounts payable ................................   $   616,756
  Accrued liabilities .............................       875,550
                                                      -----------
      Total current liabilities ...................     1,492,306
 
Other liabilities..................................       223,000
Deferred Tax liabilities...........................       154,500
                                                      -----------
      Total liabilities                                 1,869,806
                                                      ----------- 
Stockholders' equity:
  Common stock, par value $.50 per share:
    Authorized:  5,000,000 shares
    Issued:  2,569,756 shares                           1,284,878
  Additional paid-in capital ......................     8,860,261
  Retained earnings ...............................     9,925,060
                                                      -----------
                                                       20,070,199
  Less treasury stock at cost:
    Purchased: 1,064,339 shares                         9,117,447
                                                      -----------
     Total Liabilities and Stockholders' Equity ...    10,952,752
                                                      -----------
                                                      $12,822,558
                                                      ===========


See accompanying notes to consolidated financial statements.


                                     - 1 -


<PAGE>

                           MERRIMAC INDUSTRIES, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                       ---------------------------------
                                  (Unaudited)

                                    Quarter Ended           Year-to-Date     
                                ---------------------  -----------------------
                                   Number of Weeks         Number of Weeks
                                ---------------------  ----------------------- 
                                 Thirteen    Sixteen   Thirty-nine   Forty    
                                ----------  ---------  ----------- -----------
                                  Sept 28     Oct 7      Sept 28     Oct 7   
                                    1996       1995        1996       1995
                                ----------  ---------   ----------  ----------
Net sales .................... $ 2,997,905  $4,355,200 $10,110,778 $10,884,345
                               -----------  ---------- ----------- -----------
Cost and expenses:
  Cost of sales ...............  1,929,416   2,300,286   5,804,257   5,590,990
  Selling, general and
    administrative ............  1,095,883   1,399,129   3,549,149   3,586,888
  Restructuring charge.....(A).  1,821,762          -    1,821,762          - 
                                ----------  ---------- ----------- -----------
                                 4,847,061   3,699,415  11,175,168   9,177,878
                                ----------  ----------  ----------  ----------

Operating income (loss)........ (1,849,156)    655,785  (1,064,390)  1,706,467
Interest and other
  income, net..................      5,899      68,235      80,385     163,122
                                ----------  ----------  ----------  ----------

Income (loss) before                                                          
  provision (credit) for   
    income taxes............... (1,843,257)    724,020    (984,005)  1,869,589
              
Provision (credit) for            
  income taxes.................   (704,000)    255,000    (410,000)    671,000
                                ----------  ----------  ----------  ----------

Net income (loss)..........(A).$(1,139,257) $  469,020  $ (574,005) $1,198,589
                               ===========  ==========  ==========  ==========

Net income (loss) per      
  common share.............(A).      $(.73)       $.26       $(.36)       $.68 
                                     =====        ====       =====        ====

Cash dividend per         
  common stock ................       $.10        $.10        $.30        $.30
                                      ====        ====        ====        ====

Weighted average number of  
  shares outstanding ..........  1,564,609   1,769,915   1,595,455   1,765,402
                                 =========   =========   =========   =========


See accompanying notes to consolidated financial statements.

(A)  The restructuring charge net of related tax benefits
     was $1,093,000 or $.70 per share in 1996.                  
      
                                   -2-
<PAGE>

                           MERRIMAC INDUSTRIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------
                                  (Unaudited)


                                                       Number of Weeks Ended
                                                     --------------------------
                                                      Thirty-nine      Forty   
                                                      -----------    ----------
                                                       Sept 28         Oct 7   
                                                          1996          1995
                                                      ----------     ----------
Cash flows from operating activities:
Net income (loss).................................... $ (574,005)    $1,198,589
                                                      ----------     ----------
Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
    Depreciation and amortization....................    648,594        705,361
    Effects of restructuring charge..................  1,687,000             -
    Loss on available-for-sale securities............     19,000             -
    Deferred income taxes............................   (381,252)            -
    Changes in operating assets and liabilities:     
      Accounts receivable............................    608,737        215,923 
      Inventories....................................   (954,171)      (236,480)
      Prepaid income taxes...........................    (83,951)            -
      Prepaid expenses...............................   (116,292)       (41,640)
      Other assets...................................    (88,254)        32,050
      Accounts payable...............................    230,453        111,725
      Accrued liabilities............................   (274,820)        22,116
      Income taxes payable...........................   (323,549)      (125,556)
                                                      ----------     ----------
     Total adjustments...............................    971,495        683,499 
                                                      ----------     ----------
     Net cash provided by operating activities.......    397,490      1,882,088 
                                                      ----------     ----------
Cash flows from investing activities:
  Purchase of capital assets.........................   (722,126)      (341,723)
  Proceeds from sales of capital assets..............        980            617
  Proceeds from sales and maturity of available-for 
    sale securities..................................  2,272,071        499,503
                                                      ----------     ----------
     Net cash provided by investing activities.......  1,550,925        158,397
                                                      ----------     ----------

Cash flows from financing activities:
  Repurchase of 143,600 and 4 shares of common stock. (1,520,830)           (46)
  Proceeds from the issuance of 20,304 and 24,334 
    shares of common stock...........................    147,287        154,005
  Payment of dividends...............................   (466,689)      (513,135)
                                                      ----------     ----------
     Net cash used in financing activities........... (1,840,232)      (359,176)
                                                      ----------     ----------
Net increase in cash and cash equivalents............    108,183      1,681,309

Cash and cash equivalents at beginning of year.......  2,295,186        789,152
                                                      ----------     ----------
Cash and cash equivalents at end of period........... $2,403,369     $2,470,461
                                                      ==========     ==========

Supplemental disclosures of cash flows information:
                       
  Cash paid during the period for:

    Income taxes...................................   $  465,000     $  796,703
                                                      ==========     ==========


See accompanying notes to consolidated financial statements.


                                      -3

<PAGE>



                           MERRIMAC INDUSTRIES, INC.
                   NOTES TO Consolidated FINANCIAL STATEMENTS
                  



A. Basis of Presentation

   The accompanying unaudited consolidated financial statements have been
   prepared  in  accordance  with the  instructions to Form  10-QSB  and
   therefore,  do not include all  information  and footnote  disclosures
   otherwise  required by Regulation  S-B. The financial  statements  do,
   however,  reflect  all  adjustments  which are,  in the opinion of the
   anagement necessary for a fair presentation of the financial position
   of the Company as of September  28, 1996 and its results of operations
   and cash flows for the period presented.

B. Net Income (loss) Per Share

   Net income (loss) per share is based upon the weighted average number   
   of common shares and common equivalent shares outstanding  during the
   period.  Common  equivalent  shares arise from the dilutive effects of
   shares that may be purchased under stock option and purchase plans.

C. Accounting Period               

   The Company's fiscal year is the 52-53 week period ending on the Satur-
   day closest to December 31. References to 1996 and 1995 are as follows:
   quarter-  the 13 weeks  ended  September  28,  1996 and 16 weeks ended
   October 7, 1995 ; year-to-date - the 39 weeks ended September 28, 1996
   and the 40 weeks ended October 7, 1995. Effective in 1996, the Company
   changed the number of weeks which  comprise its fiscal quarter and the
   quarter - end closing dates.  Previously,  the Company had utilized 13
   four-week  accounting  periods  for  closing  its books and  quarterly
   financial information was reported on a 12-12-16-12 week basis in a 52
   week fiscal year. The Company now has quarterly  dates that correspond
   with the Saturday closest to the last day of each calendar quarter and
   each  quarter  will now  consist of 13 weeks in a 52 week year.  Every
   fifth year,  the  additional  week to make a 53 week year (fiscal 1997
   will be the next) is added to the fourth  quarter  making such quarter
   consist of 14 weeks.

D. Restructuring
   
   The restructuring of engineering  responsibilities  and  its  attendant
   re-focus of product  lines  impacted the valuation of  inventories.  A
   review of  inventories,  certain  intangibiles  arising from  acquired
   product designs, a non-compete  agreement,  and deferred  compensation
   for a  retiring  senior  officer  resulted  in  aggregate  charges  of
   $1,822,000,  and charges net of tax benefits of $1,093,000 or $.70 per
   share, to operations in the third quarter of 1996.









                                      -4-

<PAGE>


Item 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


                            INCOME STATEMENT SUMMARY
                            ------------------------
                                  (Unaudited)


The following table displays line items in the Consolidated Statements of
Income as a percentage of net sales.





                                          Percentage of Net Sales
                                    -----------------------------------
                                    Quarter Ended        Year-to-Date
                                    --------------      ---------------
                                    Number of Weeks     Number of Weeks
                                     -------------      ---------------
                                     -13-     -16-       -39-     -40-
                                    -------  -------    -------  -------
                                    Sept 28   Oct 7     Sept 28   Oct 7 
                                      1996     1995       1996     1995
                                    -------  -------    -------  -------

Net sales.........................  100.0%   100.0%     100.0%   100.0%
                                    -----    -----      -----    ----- 
Costs and expenses:
  Cost of sales...................   64.4     52.8       57.4     51.4
  Selling, general and
    administrative................   36.5     32.1       35.1     32.9
  Restructuring charge............   60.8       -        18.0       - 
                                    -----    -----      -----    -----
                                    161.7     84.9      110.5     84.3
                                    -----    -----      -----    -----

Operating income (loss)...........  (61.7)    15.1      (10.5)    15.7
Interest and other income, net....     .2      1.5         .8      1.5
                                    -----    -----      -----    -----
                   
Income (loss) before provision                                        
  (credit) for income taxes.......  (61.5)    16.6       (9.7)    17.2

Provision (credit) for                                                 
  income taxes....................  (23.5)     5.8       (4.1)     6.2 
                                    -----    -----      -----    -----

Net income (loss).............(A).  (38.0)%   10.8%      (5.6)%   11.0%
                                    ======   =====      ======   ===== 

(A)  The effects on  net income (loss) of the third quarter restructuring  
     charge, net of related tax benefits, were 36.5% for the quarter
     and 10.8% year-to-date in 1996. Excluding the restructuring 
     charge net of related tax benefits, the 1996 quarter and 
     year-to-date percentages would have been (1.5%) and
     5.2%, respectively.




                                      -5-

<PAGE>



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                           
     For the  thirteen  (quarter)  and  thirty-nine  (year-to-date)  weeks ended
September 28, 1996 compared to sixteen (quarter) and forty  (year-to-date) weeks
ended October 7, 1995:
                                                                               
     Results of operations  for the quarter  reflect  decreases in: net sales of
$1,357,000 or 31.2%; operating income before restructuring charge of $683,000 or
104.2%; operating income (after restructuring charge) of $2,505,000 or 382%; net
income of $1,608,000 or 343%, after a restructuring charge of $1,093,000 net of
related tax benefits; and net income per share of $.99 or 381%, after a         
restructuring charge net of related tax benefits of $.70 per share.    

     Year-to-date  results  of  operations  reflect  decreases  in: net sales of
$773,000 or 7.1%;  operating income before  restructuring  charge of $949,000 or
55.6%;  operating income (after restructuring) of $2,771,000 or 162%; net income
of $1,773,000 or 148%, after a restructuring charge of $1,093,000 net of related
tax benefits;  and net income per share of $1.04 or 153%,  after a restructuring
charge net of related tax benefits of $.70 per share.

     The decreases in net sales for the quarter were primarily  attributable  to
an accounting change in the quarterly  composition from sixteen weeks in 1995 to
thirteen weeks in 1996, which exacerbated  comparison between the third quarters
of 1996 and 1995.  If the  sixteen  calendar  weeks  ended  October 5, 1996 were
compared to the same sixteen  calendar  weeks ended  October 7, 1995,  net sales
would have been $4,175,000 versus $4,355,000, a decline of 4.1%.

     Year-to-date  orders  for  comparable  time  periods of  thirty-nine  weeks
decreased  $467,000  or 4.0%,  although  the  backlog  of firm  unfilled  orders
increased  $563,000 or 9.0% to  $6,812,000  compared to the same time last year.
Compared to year-end  1995,  backlog is up $1,156,000 or 20.4%  partially due to
the  shipment  shortfall  for the  first  nine  months  of 1996  and  continuing
demand for Company products.
                                                                            
     As a result of the  decreases  in the quarter and  year-to-date  net sales,
cost of sales decreased $371,000 or 16.1% for the quarter,but increased $213,000
3.8% year-to-date. Cost of sales as a percentage of net sales increased 11.6% to
64.4% for the quarter and 6.0% to 57.4%  year-to-date.  The primary  reasons for
the increases were higher  compensation  rates impacting the current quarter and
year-to-date  due to the merit pay increases that became  effective last year at
mid-year  1995.  Additional  manufacturing  personnel  were  hired to reduce the
number of backlog ship days. The doubling of the matching  contribution  rate by
the Company to the Company's 401(k) Plan and fixed overhead increases, not fully
absorbed  because the shipment  shortfall  impacted  cost of sales.  The loss of
production time from TQM and ISO-9001 training and implementation as well as the
set-up  costs for the new  manufacturing  facility in Costa  Rica,  which in the
aggregate were $173,000 for the quarter and $353,000 year-to-date,  were charged
to operations as incurred.
                                                 

                                      -6-

<PAGE>        



     Selling,  general and administrative  expenses increased as a percentage of
net  sales  4.4%  to  36.5%  for  the  quarter  and  increased   2.2%  to  35.1%
year-to-date.  The increases are due to TQM and ISO-9001  training,  instruction
and  implementation  costs, and a comprehensive  marketing analysis which in the
aggregate  were $184,000 for the quarter and $439,000  year-to-date,  as well as
higher compensation expenses resulting from last year's mid-year merit increases
to all employees.
       

                        LIQUIDITY AND CAPITAL RESOURCES
                        -------------------------------


     The Company's  liquidity and financial condition remained strong throughout
the third quarter of 1996. End of quarter cash balances are  approximately  $2.4
million and working capital of $8.0 million reflects a current ratio of 6.3 to 1
at the end of the quarter.      
  
                                
     The Company's operating  activities generated cash flows of $397,490 during
the first nine months of 1996 compared to $1,882,000 in the first nine months of
1995. The Company invested  $721,000 in plant  improvements and equipment during
the first nine months of 1996 compared to $341,000  during the first nine months
of 1995.  In  addition  the  Company  paid cash  dividends  of  $467,000 in 1996
compared to $513,000 in 1995, at the  quarterly  rate of $.10 per share and made
open market  purchases of 143,600 of its common stock at a cost of $1,521,000 in
the first nine months of 1996.
    
     The Company has a  $3,000,000  unsecured  line of credit  agreement  and  
 the full line is available for future borrowing.

     Management  believes  that with the cash  position  and the unused  line of
credit,  along with cash flows  expected  to be  generated  by  operations,  the
Company will have sufficient  resources for currently  contemplated  operations.
The Company has completed the establishment of a low cost manufacturing facility
in Costa Rica which became operational during the third quarter of 1996. As part
of a new open-market stock repurchase  program , the Company has been authorized
to  purchase  up to  100,000  shares,  from  time to time  depending  on  market
conditions in  contemplation  of establishing a stock bonus plan. The Company is
also exploring the possibility of acquiring  similar  manufactures of electronic
devices, although it currently has no definitive plans or agreements. Management
believes  that such stock  repurchases,  acquisitions  and  business  operations
expansion  could be financed  through the available  cash and capital  resources
currently available as previously  discussed and/or through additional borrowing
or issuance of equity or debt securities.








                                      -7-

<PAGE>

Part II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                   

          (a)  Exhibit NO.                               
               -----------                 
               (11) - Statement of re: Computation of Earnings Per Share
                                         
          (b)  A report on form 8-K dated November 04, 1996 was filed         
               reporting the Registrant's results of operation, restructuring 
               charge, and stock repurchase program for the third quarter 
               of 1996.
                                             
                                             
                                               
                                                 
                                               

                                                                           
                                                                            
                                        
                                                                          

                                             

         
                                          

                          
                          
              
                                                                      

                                                                    
                                                               



                                        8
<PAGE>


                            
      

Exhibit (11)


                           MERRIMAC INDUSTRIES, INC.
                       COMPUTATION OF EARNINGS PER SHARE
                       ---------------------------------
                                  (Unaudited)


                                                                      
                                              Number of Weeks Ended
                                          ----------------------------
                                           Thirteen        Thirty-nine
                                          -----------      -----------
                                            Sept 28         Sept 28   
                                              1996            1996    
                                          -----------      -----------

Net income (loss)......................   $(1,139,257)     $ (574,005)
                                          ===========      ========== 


                                           PRIMARY EARNINGS PER SHARE
                                           --------------------------

Average number of shares outstanding
   Common stock........................     1,529,439        1,564,817
   Stock options (1)...................        30,467           26,985
                                            ---------        ---------

Shares outstanding as adjusted.........     1,559,906        1,591,802
                                            =========        =========

Net income (loss) per common and common
   equivalent share....................         $(.73)           $(.36)
                                                =====            =====


                                         FULLY DILUTED EARNINGS PER SHARE
                                         --------------------------------

Average number of shares outstanding
   Common stock........................     1,529,439        1,564,817
   Stock options (1)...................        35,170           30,638
                                            ---------        ---------

Shares outstanding as adjusted.........     1,564,609        1,595,455
                                            =========        =========

Net income (loss) per common share  
   assuming full dilution..............         $(.73)           $(.36)
                                                =====            =====


(1)  Represents additional shares resulting from assumed conversion of 
     stock options less shares purchased with the proceeds thereof.          
                           










                                       -9-
                              
<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: November 8, 1996              By /s/   Eugene W. Niemiec
                                           -----------------------------------
                                           Eugene W. Niemiec                 
                                           President, Chief Executive
                                           Officer and Treasurer 


    Date: November 8, 1996              By /s/   Robert V. Condon
                                           -----------------------------------
                                           Robert V. Condon
                                           Vice President, Finance and
                                           Chief Financial Officer






















                                      -10-

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