<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 the quarterly period ended March 30, 2002 Commission file No. 0-11201
                               ---------------                -----------

                           MERRIMAC INDUSTRIES, INC.
--------------------------------------------------------------------------------
      (Exact 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 issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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
      ---    ---

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

           Class                                 Outstanding at May 13, 2002
-----------------------------                    ---------------------------
Common Stock ($.01 par value)                             3,187,658

<PAGE>




PART I.     FINANCIAL INFORMATION

ITEM 1.     Financial Statements

                           MERRIMAC INDUSTRIES, INC.
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------


                                                       March 30,   December 29,
                                                         2002         2001
                                                      -----------  ------------
                                                      (Unaudited)   (Audited)
                                                      -----------  ------------
ASSETS
------
Current assets:
  Cash and cash equivalents .......................   $ 2,414,121  $ 1,844,434
  Accounts receivable, net.........................     4,549,381    5,632,008
  Income tax refunds receivable....................       186,487      195,323
  Inventories......................................     4,706,112    4,797,205
  Other current assets ............................       366,297      691,712
  Deferred tax assets .............................       548,000      548,000
                                                      -----------  -----------
      Total current assets ........................    12,770,398   13,708,682
                                                      -----------  -----------
Property, plant and equipment at cost..............    34,520,843   33,568,651
  Less accumulated depreciation and amortization...    15,216,746   14,605,751
                                                      -----------  -----------
    Property, plant and equipment, net.............    19,304,097   18,962,900

Other assets ......................................       716,044      676,073
Deferred tax assets, non-current...................     1,194,000    1,194,000
Goodwill...........................................     2,442,533    2,451,037
                                                      -----------  -----------
      Total Assets ................................   $36,427,072  $36,992,692
                                                      ===========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------
Current liabilities:
  Current portion of long-term debt ...............   $   396,172  $ 4,368,565
  Accounts payable ................................     1,948,317    3,577,922
  Accrued liabilities .............................     1,363,934    1,620,305
  Income taxes payable.............................       275,920      268,274
                                                      -----------  -----------
      Total current liabilities ...................     3,984,343    9,835,066

Long-term debt, net of current portion ............     3,798,716    3,871,635
Deferred compensation .............................       147,643      155,768
Deferred liabilities...............................       197,331      118,597
Deferred tax liabilities ..........................       958,000      958,000
                                                      -----------  -----------
      Total liabilities ...........................     9,086,033   14,939,066
                                                      -----------  -----------
Commitments and contingencies

Stockholders' equity:
  Preferred stock, par value $.01 per share:
    Authorized: 1,000,000 shares
    No shares issued
  Common stock, par value $.01 per share:
    Authorized: 20,000,000 shares
    Issued:  3,186,008 and 2,859,249 shares .......        31,860       28,592
  Common stock warrants............................       837,200      837,200
  Additional paid-in capital ......................    17,722,370   14,327,586
  Retained earnings ...............................     9,674,282    9,531,445
  Accumulated comprehensive loss...................      (340,673)    (327,066)
                                                      -----------  -----------
                                                       27,925,039   24,397,757
  Less treasury stock, at cost:
    208,904 shares at December 29, 2001............           -     (1,760,131)
  Less loan to officer-stockholder ................      (584,000)    (584,000)
                                                      -----------  -----------
     Total stockholders' equity ...................    27,341,039   22,053,626
                                                      -----------  -----------
     Total Liabilities and Stockholders' Equity ...   $36,427,072  $36,992,692
                                                      ===========  ===========

See accompanying notes.


                                     - 1 -

<PAGE>

                              MERRIMAC INDUSTRIES, INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                          AND COMPREHENSIVE INCOME (LOSS)
                       -------------------------------------
                                   (Unaudited)
                                   -----------

                                                          Quarter Ended
                                                      -----------------------
                                                       March 30,    March 31,
                                                         2002         2001
OPERATIONS                                            -----------------------

Net sales ...................................         $6,850,587   $6,090,367
                                                      ----------   ----------
Costs and expenses:
  Cost of sales .............................          3,656,307    2,944,456
  Selling, general and administrative .......          2,343,780    2,272,674
  Research and development ..................            575,547      637,916
  Amortization of goodwill...................                -         37,392
  Reincorporation charge.....................                -        330,000
                                                      ----------   ----------
                                                       6,575,634    6,222,438
                                                      ----------   ----------

Operating income (loss)......................            274,953     (132,071)
Interest and other expense (income), net ....             62,116      (36,375)
                                                      ----------   ----------
Income (loss) before income taxes............            212,837      (95,696)
Provision (benefit) for income taxes ........             70,000      (65,000)
                                                      ----------   ----------
Net income (loss)............................         $  142,837   $  (30,696)
                                                      ==========   ==========

Net income (loss) per common share:
  Basic and diluted .........................              $ .05        $(.01)
                                                           =====        =====

Weighted average number of
 shares outstanding:
  Basic .....................................          2,835,381    2,604,743
                                                       =========    =========
  Diluted....................................          2,943,428    2,604,743
                                                       =========    =========

COMPREHENSIVE INCOME (LOSS)

Net income (loss)............................         $  142,837   $  (30,696)
Comprehensive income (loss):
  Foreign currency translation adjustment....            (13,607)    (205,084)
                                                      ----------   ----------
Comprehensive income (loss)..................         $  129,230   $ (235,780)
                                                      ==========   ==========

See accompanying notes.


                                      -2-

<PAGE>

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

                                                            Quarter Ended
                                                      -------------------------
                                                       March 30,      March 31,
                                                         2002           2001
                                                      -----------  ------------
Cash flows from operating activities:
  Net income (loss).................................. $  142,837    $  (30,696)
  Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
      Depreciation and amortization..................    613,043       532,322
      Amortization of goodwill ......................        -          37,392
      Amortization of deferred income................    (21,822)      (21,830)
      Deferred and other compensation................      2,174         2,647
      Deferred income taxes..........................        -         (87,000)
      Changes in operating assets and liabilities:
        Accounts receivable..........................  1,082,626       796,522
        Income tax refunds receivable................      8,836         9,700
        Inventories..................................     91,093      (241,798)
        Other current assets.........................    325,415       (36,113)
        Other assets.................................    (39,971)      108,390
        Accounts payable............................. (1,878,603)     (549,341)
        Accrued liabilities..........................   (256,370)     (445,815)
        Income taxes payable.........................      7,646        (6,577)
        Deferred compensation........................    (10,299)      (18,528)
        Other liabilities............................    100,556        99,160
                                                      ----------    ----------
Net cash provided by operating activities............    167,161       148,435
                                                      ----------    ----------
Cash flows from investing activities:
  Purchase of capital assets.........................   (708,940)   (1,053,480)
                                                      ----------    ----------
Net cash used in investing activities................   (708,940)   (1,053,480)
                                                      ----------    ----------
Cash flows from financing activities:
  Borrowing under mortgage facility..................  2,500,000           -
  Repayment of borrowings............................ (6,543,001)      (48,007)
  Proceeds from the issuance of common stock, net....  5,084,130           -
  Proceeds from the exercise of stock options........     74,052       123,136
                                                       ----------    ----------
Net cash provided by financing activities............  1,115,181        75,129
                                                      ----------     ----------
Effect of exchange rate changes......................     (3,715)     (101,460)
                                                      ----------     ---------
Net increase (decrease) in cash and cash equivalents.    569,687      (931,376)
Cash and cash equivalents at beginning of year.......  1,844,434     3,425,390
                                                      ----------    ----------
Cash and cash equivalents at end of period........... $2,414,121    $2,494,014
                                                      ==========    ==========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Income taxes..................................... $   61,760    $      -
                                                      ==========    ==========
    Loan interest.................................... $   73,200    $    9,878
                                                      ==========    ==========

  Unpaid purchases of capital assets................. $  249,000    $      -
                                                      ==========    ==========

See accompanying notes.


                                      -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 management,  necessary for a fair  presentation  of
the  financial  position  of the Company as of March 30, 2002 and its results of
operations  and cash flows for the periods  presented.  Results of operations of
interim periods are not necessarily indicative of results for a full year. These
financial statements should be read in conjunction with the audited consolidated
financial  statements in the Company's Annual Report on Form 10-KSB for December
29,  2001.  Certain  prior year  amounts  have been  reclassified  to conform to
current year presentation.

B.   Contract revenue recognition

     Sales and  related  cost of sales on  fixed-price  contracts  that  require
customization of standard  products to customer  specifications  are recorded as
title to these  products  transfers to the  customer,  which is generally on the
date of  shipment.  Prior to  shipment,  manufacturing  costs  incurred  on such
contracts  are  recorded  as work in process  inventory.  Anticipated  losses on
contracts  are  charged  to  operations  when  identified.  Revenue  related  to
non-recurring  engineering charges is generally  recognized upon shipment of the
initial  units  produced  or based  upon  contractually  established  stages  of
completion.

C.   Private placement of common stock

     On February 28, 2002, the Company  entered into a stock purchase  agreement
with DuPont Electronic  Technologies  pursuant to which the Company sold 528,400
shares  of  Common  Stock,  representing  approximately  16.6% of the  Company's
outstanding  Common  Stock after  giving  effect to the sale,  for an  aggregate
purchase price of  $5,284,000.  The Company and DuPont  Electronic  Technologies
have also  agreed to work  together  to better  understand  the  dynamics of the
markets for high-frequency  electronic components and modules.  David B. Miller,
Vice  President  and  General  Manager of DuPont  Electronic  Technologies,  was
appointed to the Company's Board of Directors. As a result of this sale, certain
contractual  anti-dilution  provisions  affected both the exercise price and the
number of shares  subject to the Warrants  issued in October 2000.  The exercise
price of the Warrants was reduced to $17.80 and the number of shares  subject to
the  Warrants  was  increased to 429,775.  The  expiration  date of the Warrants
remained unchanged.

     In connection  with DuPont's  purchase of the Company's  Common Stock,  the
Company and DuPont also  entered  into a  registration  rights  agreement  which
provides DuPont with two demand registrations at any time following February 28,
2004.

D.   Adoption of Accounting Standards

     The  Financial  Accounting  Standards  Board issued  Statement of Financial
Accounting  Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments
and  Hedging   Activities,"  which  established  new  accounting  and  reporting
standards  and requires  that every  derivative  instrument  (including  certain
derivative  instruments  embedded in other  contracts)  be recorded as assets or
liabilities in the balance sheet  measured at fair value.  SFAS No. 133 requires
that  changes  in the fair  value of  derivatives  be  recognized  currently  in
earnings  unless  specific  hedge  accounting  criteria are met. The Company has
adopted the  provisions of the Statement in 2001. The Company does not currently
hold  derivative  instruments or engage in hedging  activities and therefore the
adoption  of SFAS No.  133 has not had any  impact  on the  Company's  financial
position, results of operations or cash flows.

     On June 30, 2001, the Financial  Accounting Standards Board issued SFAS No.
141,  "Business  Combinations" and SFAS No. 142,  "Goodwill and Other Intangible
Assets".  SFAS No. 141 requires all business  combinations  initiated after June
30,  2001 to be  accounted  for using the  purchase  method  of  accounting  and
eliminates  the  pooling  method of  accounting.  SFAS No.  141 will not have an
impact on the Company's  business since the Company has accounted for all of its
business combinations using the purchase method of accounting.


                                       -4-

<PAGE>

                            MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     With the  adoption  of SFAS No. 142 by the Company on  December  30,  2001,
goodwill will no longer be subject to  amortization  over its  estimated  useful
life.  However,  goodwill will be subject to at least an annual  assessment  for
impairment and more frequently if circumstances  indicate a possible impairment.
The Company is required to perform a fair value-based  goodwill impairment test.
In  addition,  under  SFAS No.  142,  an  acquired  intangible  asset  should be
separately  recognized  if the benefit of the  intangible  is  obtained  through
contractual  or other  legal  rights,  or if the  intangible  asset can be sold,
transferred, licensed, rented, or exchanged. Intangible assets will be amortized
over their estimated  useful lives.  Any write-down of goodwill would be charged
to results of operations in the periods in which the recorded  value of goodwill
and certain intangibles is more than its fair value. On an annualized basis, the
Company  expects that the adoption of this  accounting  standard will reduce the
amortization of goodwill and intangibles by approximately $150,000 commencing in
2002,  unless  future  impairment  reviews  result in  periodic  write-downs  of
goodwill.


     The following  information  provides the required disclosures and describes
the impact the  adoption of SFAS No. 142 had on the  Company  during the periods
reported:

     Goodwill:

     The changes in the carrying  amount of goodwill for the three month periods
ended March 30, 2002 and March 31, 2001 are as follows:

                                    2002           2001
                                 ----------     ----------
Balance, beginning of year       $2,451,037     $2,774,248
Goodwill amortized                      -          (37,392)
Foreign currency adjustment          (8,504)      (119,421)
                                 ----------     ----------
Balance, end of period           $2,442,533     $2,617,435
                                 ==========     ==========

     In connection  with the adoption of SFAS No. 142, the Company is in process
of completing its transitional  impairment  assessment which will be done within
six months from the date of adoption  as required by the  standard.  The Company
has not  determined the impact the adoption of this  pronouncement  will have on
the Company and its results of operations.

     The  current  impact  that the  adoption  of SFAS No. 142 had on net income
(loss) and net income (loss) per share for the periods presented is as follows:

                                                              Quarter Ended
                                                          --------------------
                                                          March 30,  March 31,
                                                            2002       2001
                                                          --------------------

Reported net income (loss) for the period                 $142,837   $ (30,696)
Add back: Amortization of goodwill                             -        37,392
                                                          --------   ---------
Adjusted net income (loss) for the periods                $142,837   $   6,696
                                                          ========   =========

Basic and diluted net income (loss) per share:
   Reported net income (loss)                                 $.05       $(.01)
   Amortization of goodwill                                     -          .01
                                                              ----       -----
   Adjusted net income (loss)                                 $.05       $ .00
                                                              ====       =====

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligations", which requires the fair value for
an asset  retirement  obligation  to be  recorded  in the  period in which it is
incurred.  SFAS No. 143 is effective for fiscal years  beginning  after June 15,
2002,  with earlier  adoption  encouraged.  The Company does not expect that the
adoption of SFAS No. 143 will have a material impact on the Company's  financial
position or its results of operations.

     In August 2001, the Financial  Accounting  Standards  Board issued SFAS No.
144,  "Accounting for the Impairment or Disposal of Long-Lived Assets," which is
effective for fiscal periods  beginning  after  December 15, 2001.  SFAS No. 144
establishes an accounting model for impairment or disposal of long-lived  assets
to be disposed of by sale. The Company does not expect that the adoption of SFAS
No. 144 will have a  material  impact on the  Company's  financial  position  or
its results of operations.


                                       -5-

<PAGE>

                            MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


E.   Delaware reincorporation

     On February 22, 2001, the Company (previously  incorporated in the State of
New Jersey) was reincorporated in the State of Delaware.  In connection with the
reincorporation,  each share of Common Stock,  par value $.50 per share,  of the
Company  prior to the  reincorporation  was  converted  into one share of Common
Stock, par value $.01 per share, of the Company,  as reincorporated in Delaware.
As a result of the reincorporation,  the authorized capital stock of the Company
was  increased to 20 million  shares of common  stock,  par value $.01 per share
(from 5 million  shares of Common Stock prior to the  reincorporation),  and one
million shares of preferred  stock,  par value $.01 per share.

     The   Company   incurred   $330,000  of  costs  in   connection   with  the
reincorporation  in Delaware.  Such expense was  reflected as a  reincorporation
charge in the accompanying  statement of operations in 2001. The reincorporation
charge, net of tax benefits, was $198,000 or $.08 per share in the first quarter
of 2001.

     The Board of Directors has the authority to issue up to one million  shares
of Preferred Stock and to fix the number of shares  constituting  any series and
the  designation of such series,  and to determine the  preferences,  rights and
qualifications  or  limitations of such series of Preferred  Stock,  without any
further vote or action by the Company's stockholders.

F.   Inventories

     Inventories consist of the following:
                                                March 30,         December 29,
                                                  2002               2001
                                              ------------        -----------
     Finished goods ......................     $  448,475         $  490,135
     Work in process .....................      2,172,097          2,057,036
     Raw materials and purchased parts ...      2,085,540          2,250,034
                                               ----------         ----------
     Total                                     $4,706,112         $4,797,205
                                               ==========         ==========

     Total  inventories  are net of valuation  allowances  for  obsolescence of
$983,000 at March 30, 2002 and $991,000 at December 29, 2001.


                                       -6-

<PAGE>
                           MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


G.   Net income (loss) per common share

     SFAS No.  128,  "Earnings  per  Share,"  establishes  the  computation  and
presentation of net income per common share. Under the standard,  both basic and
diluted net income per common share are presented.

     Basic net income per common  share is  calculated  by dividing  net income,
less dividends on preferred stock, if any, by the weighted average common shares
outstanding during the period.

     The  calculation  of diluted net income per common share is similar to that
of basic net income per common share,  except that the  denominator is increased
to  include  the  number  of  additional  common  shares  that  would  have been
outstanding  if  all  potentially  dilutive  common  shares,  principally  those
issuable under stock options, were issued during the reporting period.

     Stock  options and  warrants did not have an effect on the  computation  of
diluted loss per share in the first quarter 2001 since they were antidilutive.

H.   Comprehensive income (loss)

     In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting  Comprehensive  Income.  SFAS No. 130 defines  comprehensive  income,
which  includes  items  in  addition  to  those  reported  in the  statement  of
operations,  and requires  disclosures  about the  components  of  comprehensive
income. Comprehensive income includes all changes in stockholders' equity during
a  period  except  those  resulting  from  investments  by or  distributions  to
stockholders.  The Company has determined the components of comprehensive income
(loss)  impacting  the Company  consists  primarily  of  cumulative  translation
adjustments.

I.   Accounting period

     The  Company's  fiscal year is the 52-53 week period ending on the Saturday
closest to December 31. The Company has quarterly dates that correspond with the
Saturday  closest  to the last day of each  calendar  quarter  and each  quarter
consists of 13 weeks in a 52-week year. Every fifth year, the additional week to
make a 53-week  year (fiscal year 1997 was the last and fiscal year 2002 will be
the next) is added to the fourth  quarter,  making  such  quarter  consist of 14
weeks.

J.   Transactions with management and loan to officer-stockholder

     In May 1998,  the Company  sold 22,000  shares of Common  Stock to Mason N.
Carter,  Chairman,  President and Chief Executive  Officer of the Company,  at a
price of $11.60 per share,  which  approximated the average closing price of the
Company's Common Stock during the first quarter of 1998. The Company extended to
Mr. Carter a loan of $255,000 in  connection  with the purchase of these shares.
In addition,  the Company  amended a prior loan to Mr.  Carter of $105,000.  The
total of $360,000 is due May 4, 2003 and interest  payments (except as described
below) are due  quarterly,  calculated at a variable  interest rate based on the
prime rate of the  Company's  lending  bank.  However,  payment of interest that
accrued  from  November  1998 until  November  1999 was  deferred and payment of
interest  that will  accrue  from  November  2001  until  November  2002 will be
deferred  until May 4,  2003.  Payment  of the loan is  secured by the pledge of
33,000  shares of Common Stock  purchased by Mr. Carter with the proceeds of the
loans and Mr. Carter has agreed to restrictions on the resale of these shares of
Common  Stock.  The sale of  these  shares  of  Common  Stock  was  exempt  from
registration  under the  Securities  Act of 1933, as amended  ("the Act"),  as a
transaction not involving a public offering under Section 4(2) of the Act.

     On August  31,  2000,  in  connection  with an  amendment  of Mr.  Carter's
employment  agreement,  the Company  loaned Mr. Carter an  additional  $280,000.
Interest on the loan will be calculated at a variable interest rate based on the
prime  rate of the  Company's  lending  bank,  payable  in  accordance  with Mr.
Carter's  employment  agreement.  Each year the Company  will forgive 20% of the
amount due under this loan and the accrued  interest  thereon.  During 2001, the
amount of $56,000  principal and $23,000 of accrued  interest was forgiven.  For
fiscal year 2002, the Company  projects that $56,000 of principal and $18,000 of
accrued interest will be forgiven.


                                      -7-

<PAGE>

                           MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


K.   Current and long-term debt

     The Company was obligated under the following debt instruments at March 30,
2002 and December 29, 2001:

<TABLE>
<CAPTION>

                                                                     March 30,    December 29,
                                                                       2002          2001
                                                                    ----------    ------------
<S>                                                                 <C>           <C>
  Fleet Bank (A):
     Revolving credit facility, interest 1/2% below prime ........  $      -      $4,000,000
     Mortgage loan, callable March 2007, interest 1/2% below prime   3,500,000     3,500,000

  The Bank of Nova Scotia (B):
     Capital leases, interest 7.0%, due October 2002..............     113,690       131,662
     Capital leases, interest 8.7%, due May 2005..................     235,749       248,191
     Capital leases, interest 7.3%, due April 2006................     188,718       197,033
     Capital leases, interest 7.9%, due June 2006.................     156,731       163,314
                                                                    ----------    ----------
                                                                     4,194,888     8,240,200
     Less current portion.........................................     396,172     4,368,565
                                                                    ----------    ----------
     Long-term portion............................................  $3,798,716    $3,871,635
                                                                    ==========    ==========

</TABLE>

     (A) The  Company  commenced  borrowing  in April  2001  under its  existing
revolving credit facility with Fleet Bank (formerly Summit Bank), at an interest
rate of one-half percent below the bank's floating prime rate, which was 7.0% at
that time.  During 2001, the Company  borrowed an aggregate amount of $7,500,000
under this facility.  The weighted average interest rate on the borrowings under
this facility during 2002 was 4.25% and the current interest rate is 4.25%.

     During the first  quarter  of 2002,  the  Company  obtained  an  additional
increase of $2,500,000  in the  Company's  lines of credit with Fleet Bank which
were  increased to a total of  $10,000,000,  $3,500,000  of which  consists of a
first mortgage callable in March 2007 on the Company's West Caldwell, New Jersey
manufacturing  facility. The revolving line of credit of $6,500,000 expires June
30,  2002 and  Fleet  Bank has  advised  the  Company  that it will  extend  the
revolving credit facility for one year.

     The Company successfully completed a private placement of 528,400 shares of
Company Common Stock on February 28, 2002 that raised $5,284,000 before offering
expenses.  The Company repaid the Fleet Bank revolving  credit facility from the
proceeds of that offering.  The Company currently has $6,500,000 available under
its existing revolving credit facility.

     As a result of the closing of mortgage  financing  with Fleet Bank in March
2002,  the Company  classified  $3,500,000 as long-term debt in the December 29,
2001 balance sheet.

     The   revolving   credit   facility  and  mortgage   loan  are  secured  by
substantially all assets located within the United States.

     (B) Capital leases included in property,  plant and equipment,  net, have a
depreciated  cost of  approximately  $604,000 at March 30, 2002 and  $632,000 at
December 29, 2001.


                                       -8-

<PAGE>

                           MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


L.   Private placements of Common Stock and Warrants to purchase Common Stock

     On April 7, 2000, the Company entered into a stock purchase and exclusivity
agreement with Ericsson Microelectronics, A.B. ("Ericsson") and Ericsson Holding
International,  B.V.  ("EHI")  pursuant to which the Company sold to EHI 375,000
shares  of  Common  Stock,  representing  approximately  17.5% of the  Company's
outstanding  Common  Stock after  giving  effect to the sale,  for an  aggregate
purchase price of $3,375,000.  The stock purchase and exclusivity agreement also
provides  that the Company  will  design,  develop and produce  exclusively  for
Ericsson  Multi-Mix(R) products that incorporate active RF power transistors for
use in wireless base station applications,  television  transmitters and certain
other  applications  that are intended for Bluetooth  transceivers.  The Company
also agreed that it will generally be the priority supplier for such products.

     In  connection  with EHI's  purchase of the  Company's  Common  Stock,  the
Company and EHI also entered into a registration rights agreement which provides
EHI with two demand registrations at any time following April 7, 2002.

     On October 26, 2000, the Company entered into  subscription  agreements for
common  stock and  three-year  warrants  to  purchase  shares  of  Common  Stock
("Warrants")  with a group of investors led by Adam Smith  Investment  Partners,
L.P. and certain of its affiliates (the "Adam Smith Investors"),  EHI, and three
members of the board of directors of the Company (the "Director Investors"). The
Company  sold to the  investors  units at a price of $12.80 per unit,  each unit
consisting  of one share of Common Stock and one Warrant with an exercise  price
of $21.25, which expire on October 26, 2003 ("Units").  The Adam Smith Investors
purchased 240,000 Units, EHI purchased 100,000 Units and the Director  Investors
purchased 20,000 Units for an aggregate purchase price of $4,608,000. The Common
Stock portion of the Units  represented an aggregate of approximately 14% of the
outstanding  Common Stock of the Company after giving  effect to the sales.  The
Warrants contain certain anti-dilution provisions.

     The Warrants were valued using the  Black-Scholes  option  valuation  model
with  a  resulting   allocation  of  the  aggregate   proceeds  from  the  Units
attributable  to the Warrants of $837,200,  net of issue  costs.  The  following
assumptions were utilized to value the Warrants: price per share of common stock
of $15.25; expected life of three years; expected volatility of 40%; a risk free
interest rate of 6%; an expected yield of 0.0%; and a liquidity discount of 33%.

     In  connection  with the  purchase by EHI and the Adam Smith  Investors  of
Merrimac  Common  Stock  and  Warrants,  the  Company,  EHI and the  Adam  Smith
Investors also entered into registration rights agreements which provide EHI and
the  Adam  Smith  Investors  each  with  two  demand  registrations  at any time
following  October  26,  2002.

     As a result of the sale of  528,400  shares of common  stock at $10.00  per
share on  February  28,  2002 (See Note C Private  placement  of common  stock),
certain  contractual  anti-dilution  provisions affected both the exercise price
and the number of shares  subject to the Warrants  issued in October  2000.  The
exercise  price of the  Warrants  was reduced to $17.80 and the number of shares
subject to the Warrants was increased to  429,775. The expiration  date remained
unchanged.


                                       -9-


<PAGE>

                            MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


M.   Lease modification and facility sharing agreement

     The Company  entered  into an  agreement  effective  January  2001,  with a
customer to  relinquish  to this  customer  approximately  half of the Company's
17,000 square-foot leased manufacturing  facility in Costa Rica. Associated with
the transaction, the Company entered into a new four-year lease agreement with a
five-year  renewal option with its Costa Rica landlord for the reduced space. In
addition,  the Company transferred certain employees to its customer,  agreed to
share certain  personnel  resources  and common costs,  and committed to provide
certain management, administrative and other services to its customer.

     In connection with the transaction,  the Company received $200,000 from its
customer and will receive further  payments of $250,000 over a two-year  period.
The Company will reduce its facility occupancy expenses by approximately $87,000
during each of the next four years that  commenced  January 2000 to an aggregate
amount of approximately $348,000.

     The Company deferred  approximately  $102,000 of costs at December 30, 2000
incurred in connection  with entering into this agreement and other  incremental
costs,  for the purpose of providing  this customer  with trained  personnel and
certain other services  required for their dedicated  manufacturing  capability.
Such costs  classified in the balance sheet as other assets at December 30, 2000
were  recovered  through  the  $200,000  payment  received  in  January  2001 as
described  above.  In January 2002,  the Company  received the second payment of
$150,000  and the final  payment of $100,000 is due January  2003.  At March 30,
2002,  the  unamortized  amount of $140,000 in payments  received is included in
deferred liabilities.

N.   Pro forma weighted average number of common shares outstanding

     Had the sale of  528,400  shares  of  common  stock on  February  28,  2002
referred  to in Note C,  Private  placement  of common  stock,  occurred  at the
beginning of the year, the pro forma basic and diluted  weighted  average number
of common shares outstanding would have been:

                                      Quarter Ended
                                     ---------------
                                      March 30, 2002
                                     ---------------

Basic:
Actual                                  2,835,381
Adjustments for sale of
Common Stock on February 28, 2002         348,404
                                        ---------
Basic - pro forma                       3,183,785
Effect of dilutive securities-
Stock options                             108,047
                                        ---------
Diluted - pro forma                     3,291,832
                                        =========


                                      -10-

<PAGE>

                            MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


O. Business segment data

   The  Company's  operations  are  conducted  primarily  through two business
segments:  (1) electronic  components and (2) microwave  micro-circuitry.  These
segments, and the principal operations of each, are as follows:

     Electronic components: Design, manufacture and sale of electronic component
devices  offering  extremely  broad  frequency  coverage  and  high  performance
characteristics for communications,  defense and aerospace applications.  Of the
identifiable assets, 85% are located in the United States and 15% are located in
Costa Rica.

     Microwave  micro-circuitry:  Design,  manufacture  and sale of  microstrip,
bonded  stripline and thick  metal-backed  Teflon(R) (PTFE) and mixed dielectric
multilayer circuits for communications,  defense and aerospace applications.  Of
the identifiable assets all are located in Canada.

     Information about the Company's operations in different industries follows.
Operating  income is net  sales  less  operating  expenses.  Operating  expenses
exclude interest expense,  other income and income taxes.  Assets are identified
with the appropriate  operating segment and are substantially all located in the
North America  geographic area.  Corporate  assets consist  principally of cash.
Corporate expenses and inter-segment sales are immaterial.



                                                    Quarter Ended
                                              -------------------------
                                               March 30,      March 31,
                                                 2002           2001
                                              -------------------------
                                              (In thousands of dollars)

Industry segments:
    Sales to unaffiliated customers:
             Electronic components            $ 6,036         $ 4,618
             Microwave micro-circuitry            815           1,472
                                              -------         -------
             Consolidated                     $ 6,851         $ 6,090
                                              =======         =======

    Income before provision for income taxes:
      Operating income (loss):
             Electronic components            $   289         $  (301)
             Microwave micro-circuitry            (14)            169
      Interest and other (expense)
        income, net                               (62)             36
                                              --------         ------
             Consolidated                     $   213         $   (96)
                                              =======         =======

      Identifiable assets:
             Electronic components            $28,950         $18,885
             Microwave micro-circuitry          5,063           5,034
             Corporate                          2,414           2,494
                                              -------         -------
             Consolidated                     $36,427         $26,413
                                              =======         =======
      Depreciation and amortization:
             Electronic components            $   544         $   450
             Microwave micro-circuitry             69             120
                                              -------         -------
             Consolidated                     $   613         $   570
                                              =======         =======
      Capital expenditures, net:
             Electronic components            $   672         $   908
             Microwave micro-circuitry             37             145
                                              -------         -------
             Consolidated                     $   709         $ 1,053
                                              =======         =======


                                       -11-

<PAGE>

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


                  CONSOLIDATED STATEMENTS OF OPERATIONS SUMMARY
                  ---------------------------------------------
                                   (Unaudited)
                                   -----------


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


                                                     Percentage of Net Sales
                                                     -----------------------
                                                          Quarter Ended
                                                     -----------------------
                                                      March 30,   March 31,
                                                        2002        2001
                                                     ----------   ---------

Net sales....................................            100.0%     100.0%
                                                         ------     ------
Costs and expenses:
  Cost of sales..............................             53.4       48.3
  Selling, general and administrative........             34.2       37.4
  Research and development...................              8.4       10.5
  Amortization of goodwill...................               -          .6
  Reincorporation charge.....................               -         5.4
                                                         ------     ------
                                                          96.0      102.2
                                                         ------     ------

Operating income (loss)......................              4.0       (2.2)
Interest and other expense (income), net.....               .9        (.6)
                                                         ------     ------

Income (loss) before income taxes..........                3.1       (1.6)
Provision (benefit) for income taxes.......                1.0       (1.1)
                                                         ------     ------

Net income (loss)..........................                2.1%      (0.5%)
                                                         ======     ======


                                       -12-

<PAGE>

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


Critical Accounting Estimates and Policies

     The Company's  management  makes  certain  assumptions  and estimates  that
impact the reported amounts of assets, liabilities and stockholders' equity, and
revenues and  expenses.  The  management  judgments  that are currently the most
critical  are  related  to the  accounting  for  the  Company's  investments  in
Multi-Mix(R)   Microtechnology,   contract  revenue  recognition  and  inventory
valuation.

     Following  is a  summary  of  the  carrying  amounts  of  the  Multi-Mix(R)
Microtechnology  net assets  included in the  Company's  consolidated  financial
statements at March 30, 2002 and the related future planned  purchases and lease
obligation commitments through January 2006.

         Net assets:
         Property, plant and equipment, at cost                     $13,189,000
         Less accumulated depreciation and amortization               1,332,000
                                                                    -----------
         Property, plant and equipment, net                          11,857,000
         Inventories                                                    961,000
         Other assets, net                                              528,000
                                                                    -----------
         Total net assets at March 30, 2002                         $13,346,000
                                                                    -----------
         Commitments:
         Planned equipment purchases for 2002                       $ 1,200,000
         Lease obligations through January 2006                       1,108,000
                                                                    -----------
         Total commitments                                          $ 2,308,000
                                                                    -----------
         Total net assets and commitments                           $15,654,000
                                                                    ===========

     The Company anticipates  receiving  increasing levels of orders during 2002
for its Multi-Mix(R)  Microtechnology  products,  for which substantial research
and  development  costs  have also been  incurred.  Due to  economic  and market
conditions  in the wireless  industry,  the  telecommunications  system  service
providers have curtailed their capital  equipment  purchases from our customers.
These  circumstances  have caused the Company's  customers to delay Multi-Mix(R)
Microtechnology  product  purchases  that had been  anticipated  for fiscal year
2001. A continued  extended delay or reduction from planned levels in new orders
expected from  customers for these  products could require the Company to pursue
alternatives  related to the  utilization  or  realization  of these  assets and
commitments,  the net  result  of  which  could  be  materially  adverse  to the
financial  results  and  position of the  Company.  The Company has made no such
determination at this time.

     The  Company's  planned  equipment  purchases  and  other  commitments  are
expected to be funded through a revolving  credit facility of $6,500,000,  which
becomes due June 30, 2002,  supplemented by liquid cash resources and cash flows
that are expected to be provided by  operations.  The Company's bank has advised
the Company that it will extend the revolving credit facility for one year.

     Contract revenue recognition and related costs on fixed-price contacts that
require  customization  of  standard  products to  customer  specifications  are
recorded  as  title  to  these  products  transfers  to the  customer,  which is
generally  on the date of  shipment.  Prior  to  shipment,  manufacturing  costs
incurred  on  such  contracts  are  recorded  as  work  in  process   inventory.
Anticipated  losses on  contracts  are charged to  operations  when  identified.
Revenue related to  non-recurring  engineering  charges is generally  recognized
upon  shipment  of the  initial  units  produced  or  based  upon  contractually
established stages of completion.

     Inventories are valued at the lower of average cost or market.  Inventories
are periodically  reviewed for their projected  manufacturing  usage utilization
and, when slow-moving or obsolete inventories are identified,  a provision for a
potential  loss is made and  charged to  operations.  At March 30,  2002,  total
inventories  of  $4,706,000  are  net  of a  $983,000  valuation  allowance  for
obsolescence.

First quarter 2002 compared to first quarter 2001

     Consolidated results of operations for the first quarter of 2002 reflect an
increase  in net sales from the first  quarter of the prior year of  $761,000 or
12.5% to $6,851,000.  This increase was primarily  attributable  to a $1,418,000
increase in net sales of electronic components,  which was partially offset by a
$657,000  decrease in sales of  microwave  micro-circuitry  products of from the
Company's wholly-owned subsidiary Filtran Microcircuits Inc. ("FMI").


                                      -13-
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


     Orders of  $5,825,000  were  received  during the first  quarter of 2002, a
decrease of $1,724,000 or 22.8% compared to $7,549,000 in orders received during
the first quarter of 2001. The first quarter of 2002 sales level exceeded orders
received during the first quarter of 2002 by  approximately  15.0%. As a result,
backlog  decreased  by  $1,026,000  or 8.7% to  $10,831,000  at the end of first
quarter 2002 compared to $11,857,000 at year-end 2001.

     The Company  believes  that the current  economic  downturn,  resulting  in
reduced  spending  by  wireless  service  providers,  has caused  many  wireless
companies  to delay or  forego  purchases  of the  Company's  products.  This is
reflected in the decrease in the Company's backlog. However, the Company expects
that its  satellite  and defense  customers  should  continue to maintain  their
approximate current levels of orders during fiscal year 2002, although there are
no assurances they will do so. The Company also anticipates  increased levels of
orders  during  the  second-half  of fiscal  year 2002 for its new  Multi-Mix(R)
Microtechnology  products,  for which the Company has made a significant capital
investment and incurred  substantial research and development costs. The Company
expects  that  softness  in  the  telecommunications  sector  that  FMI  serves,
principally millimeter wave applications for wireless broadband solutions, which
caused a substantial  reduction in the microwave  micro-circuitry  segment sales
and profitability for the first quarter of 2002 compared to prior-year  results,
will continue during fiscal year 2002.

     Cost of sales increased $712,000 or 24.2%, and as a percentage of net sales
increased 5.1 percentage  points to 53.4% for the first quarter of 2002. Cost of
sales increased $1,063,000 for the electronic components segment, resulting from
higher sales levels and  manufacturing  cost increases that were attributable to
increases in depreciation and other occupancy  expenses related to the expansion
of the  Company's  West  Caldwell,  New  Jersey  and  Costa  Rica  manufacturing
production  facilities.  Cost  of  sales  declined  $351,000  in  the  microwave
micro-circuitry  segment,  resulting  from the  decline  in first  quarter  2002
segment sales of approximately  44.7% compared to the first quarter of the prior
year.

     Depreciation expense included in cost of sales was $541,000, an increase of
$107,000. For the first quarter of 2002,  approximately $275,000 of depreciation
expense was associated with  Multi-Mix(R)  Microtechnology  capital assets.  The
balance of the increase in  depreciation  expense was a result of higher capital
equipment purchases in the current and prior years.

     Gross profit for the first  quarter of 2002 for the  electronic  components
segment  increased  by $355,000 to  $2,806,000  or 46.5% of segment net sales of
$6,036,000  compared to gross profit of $2,451,000 or 53.1% of segment net sales
of $4,618,000  in the first quarter of 2001.  Gross profit for the first quarter
of 2002 for the  microwave  micro-circuitry  segment  decreased  by  $307,000 to
$388,000  or 47.6% of segment  net sales of  $815,000,  compared  to $695,000 or
47.2% of segment net sales of $1,472,000 in the first quarter of 2001.

     Selling,  general and  administrative  expenses of $2,344,000 for the first
quarter of 2002 increased by $71,000 or 3.1%, and when expressed as a percentage
of net sales,  decreased by 3.1% to 34.2%.  The dollar  increases  resulted from
higher sales  commission  expenses,  partially  offset by decreases in personnel
recruitment costs and professional fees.

     As a result of the adoption of a new accounting standard,  the amortization
of goodwill  ceased for the first quarter of 2002.  Amortization  of goodwill of
$37,000 was recorded for the first  quarter of 2001.  Goodwill of  approximately
$3,100,000,  which arose from the  acquisition of FMI, was being  amortized on a
straight-line  basis over a life of twenty years.  The Company is in the process
of  completing  a review  for  impairment  under  SFAS No.  142  related to this
goodwill.

     Research and  development  expenses for new products  were $575,000 for the
first  quarter of 2002,  a decrease  of  $63,000 or 9.9%  compared  to the first
quarter of 2001.  Except for $148,000 of expenses at FMI, an increase of $69,000
over the first quarter of the prior year,  substantially all of the research and
development expenses were related to Multi-Mix(R)  Microtechnology and Multi-Mix
PICO(TM) products.

     Consolidated  operating  income for the first  quarter of 2002 was $275,000
compared to  consolidated  operating  income of  $198,000,  before the effect of
charges  associated  with the  reincorporation  in Delaware of $330,000,  in the
first  quarter  of  2001,  and  compared  to a  consolidated  operating  loss of
$132,000, after the inclusion of the reincorporation charge of $330,000, for the
first quarter of 2001.


                                      -14-
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


     Operating income for the electronic components segment was $289,000 for the
first quarter of 2002 compared to a $301,000  operating  loss after the $330,000
reincorporation  charge in the first  quarter  of 2001.  Operating  loss for the
microwave  micro-circuitry  segment was  $14,000  for the first  quarter of 2002
compared to operating income of $169,000 for the first quarter of 2001.

     Interest expense, net was $62,000 for the first quarter of 2002 compared to
net interest income of $36,000 for the first quarter of 2001.  Interest  expense
for the first quarter of 2002 was  principally  incurred on  borrowings  under a
revolving credit facility and mortgage loan in connection with capital equipment
purchases  and the  building  expansion  constructed  during  fiscal  year 2001.
Interest  income for the first quarter of 2001 was primarily due to the proceeds
received from the issuance of common stock in private  placements in fiscal year
2000 that offset interest expense.

     A provision  for income taxes of $70,000 was recorded for the first quarter
of 2002 with an  effective  tax rate of 33% compared to a tax benefit of $65,000
for the first  quarter of 2001 with an  effective  tax benefit  rate of 68%. The
principal  adjustments  to the statutory  Federal income tax rate of 34% for the
first quarter of 2002 relates to $32,000 in tax credits associated with research
and  development  expenditures  and foreign  sales  corporation  tax benefits of
$13,000.

     Net income for the first  quarter of 2002 was  $143,000  compared  to a net
loss  of  $31,000,  after  the  after-tax  effects  of the  first  quarter  2001
reincorporation  charge of $198,000.  Net income per basic and diluted share for
the first  quarter  of 2002 was $.05  compared  to a net loss of $.01 per share,
after the after-tax  effects of the $.08 per share  reincorporation  charge that
was reported in the first quarter of 2001.

     The weighted  average  number of diluted  shares  outstanding  increased by
approximately  338,000 shares or 13.0% for the first quarter of 2002 compared to
the first quarter of 2001,  resulting from the issuance of 528,000 new shares to
DuPont Electronic Technologies during the first quarter of 2002.


Liquidity and Capital Resources

     The Company had liquid  resources  comprised  of cash and cash  equivalents
totaling  approximately  $2,400,000  at the  end of the  first  quarter  of 2002
compared to approximately  $1,800,000 at the end of 2001. The Company's  working
capital was approximately $8,800,000 and its current ratio was 3.2 at the end of
the first quarter of 2002 compared to $4,000,000 and 1.4,  respectively,  at the
end of 2001.

     The  Company's  operating  activities  provided net positive  cash flows of
$167,000  during the first  quarter of 2002 compared to $148,000 of net positive
cash flows during the first quarter of 2001. The primary positive operating cash
flows  resulted  from net  income of  $143,000,  depreciation  and  amortization
charges of $613,000 and decreases in accounts receivable,  inventories and other
current assets. These positive cash flows were offset primarily by payments made
during the first  quarter of 2002 that  reduced  the  year-end  2001  amounts of
accounts payable and accrued liabilities.


                                      -15-
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


     The Company made net cash  investments in property,  plant and equipment of
$709,000  during the first  quarter of 2002,  (and had unpaid  invoices for such
investments  of $249,000 at March 30,  2002),  compared to net cash  investments
made in property,  plant and equipment of $1,053,000 during the first quarter of
2001.  These  capital  expenditures  are  related  to new  production  and  test
equipment  capabilities in connection with the  introduction of new products and
enhancements to existing  products.  The depreciated  cost of capital  equipment
associated with Multi-Mix(R)  Microtechnology  was $11,857,000 at the end of the
first quarter 2002, an increase of $505,000  compared to  $11,352,000 at the end
of fiscal year 2001.

     In April  2001,  the  Company  commenced  borrowing  under  its  $7,500,000
revolving credit facility with Fleet Bank (formerly Summit Bank), at an interest
rate of one-half percent below the bank's floating prime rate, which was 7.0% at
that time.  During fiscal year 2001, the Company borrowed an aggregate amount of
$7,500,000 under this facility, which was also the amount owed at year-end 2001.
The weighted  average interest rate on the borrowings under this facility during
the first quarter of 2002 was 4.25% and is the same interest rate currently.

     During the first  quarter of 2002,  the  Company  obtained  an  increase of
$2,500,000  in the  Company's  lines of  credit  with  Fleet  Bank to a total of
$10,000,000,  $3,500,000 of which consists of a first mortgage callable in March
2007 on the Company's  West Caldwell,  New Jersey  manufacturing  facility.  The
$6,500,000  revolving  line of credit  expires  June 30, 2002 and Fleet Bank has
advised the Company that it will extend the  revolving  credit  facility for one
year. The Company  successfully  completed a private placement of 528,400 shares
of common  stock on February  28, 2002 that raised  $5,284,000  before  offering
expenses.  The Company repaid $5,000,000,  all of its then revolving borrowings,
to Fleet Bank from the  proceeds of that  offering.  The Company  currently  has
$6,500,000 available under its revolving line of credit.

     Management  believes that its current  revolving credit facility,  together
with its  present  liquid  resources  and cash  flows  that are  expected  to be
provided by  operations,  should  provide  sufficient  resources  for  currently
contemplated operations during fiscal year 2002.

     Capital  expenditures  for  new  projects  and  production  equipment  have
exceeded depreciation and amortization expenses during the first quarter of 2002
by approximately $345,000, and the Company anticipates that capital expenditures
will exceed  depreciation  and  amortization  expenses in fiscal year 2002.  The
Company intends to issue commitments to purchase $1,200,000 of capital equipment
from  various  vendors.  The Company  anticipates  that such  equipment  will be
purchased and become  operational  and the building  expansion will be completed
during the second quarter of 2002.

     Effective  January 2001,  the Company  modified its existing  lease for its
Costa  Rica  manufacturing   facility,  and  entered  into  a  facility  sharing
arrangement  with a previous  customer,  reducing  the size of its  facility  to
approximately  8,200 square feet and extended  the lease to December  2004.  The
Company  received  an initial  payment  of  $200,000  in January  2001 under the
facility sharing  agreement and recovered  approximately  $102,000 of costs that
were deferred at December 30, 2000 in connection with such agreement. In January
2002, the Company  received the second payment of $150,000 and the final payment
of $100,000 is due January 2003.

     In February 2001, the Company  entered into a new five-year  lease in Costa
Rica for an approximately  36,200  square-foot  facility for  manufacturing  new
Multi-Mix(R)  Microtechnology  products.  It is  anticipated  that the leasehold
improvements and capital  equipment for this  manufacturing  facility,  which is
expected to cost approximately $4,500,000, should become operational during July
2002.


                                      -16-
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Related Party Transactions

     In May 1998,  the Company  sold 22,000  shares of Common  Stock to Mason N.
Carter,  Chairman,  President and Chief Executive  Officer of the Company,  at a
price of $11.60 per share,  which  approximated the average closing price of the
Company's Common Stock during the first quarter of 1998. The Company extended to
Mr. Carter a loan of $255,000 in  connection  with the purchase of these shares.
In addition,  the Company  amended a prior loan to Mr.  Carter of $105,000.  The
total of $360,000 is due May 4, 2003 and interest  payments (except as described
below) are due  quarterly,  calculated at a variable  interest rate based on the
prime rate of the  Company's  lending  bank.  However,  payment of interest that
accrued  from  November  1998 until  November  1999 was  deferred and payment of
interest  that will  accrue  from  November  2001  until  November  2002 will be
deferred  until  May 4,  2003.  Payment  of the loan is secured by the pledge of
33,000  shares of Common Stock  purchased by Mr. Carter with the proceeds of the
loans and Mr. Carter has agreed to restrictions on the resale of these shares of
Common Stock.

     On August  31,  2000,  in  connection  with an  amendment  of Mr.  Carter's
employment  agreement,  the Company  loaned Mr. Carter an  additional  $280,000.
Interest on the loan will be calculated at a variable interest rate based on the
prime  rate of the  Company's  lending  bank,  payable  in  accordance  with Mr.
Carter's  employment  agreement.  Each year the Company  will forgive 20% of the
amount due under this loan and the  accrued  interest  thereon.  For fiscal year
2002,  the Company  projects  that $56,000 of  principal  and $18,000 of accrued
interest will be forgiven.

     The Company is a party to a  stockholder's  agreement,  dated as of October
30, 1998,  with a former  director and Chairman of the Company.  Pursuant to the
stockholder's agreement,  this former director is required to vote his shares of
Common  Stock as  directed  by the Board of  Directors  or the  Chief  Executive
Officer of the Company.  There are no other  obligations of the Company pursuant
to such agreement.

     During  the first  quarter  of 2002,  the  Company's  General  Counsel  KMZ
Rosenman  was paid  $102,000 for  providing  legal  services to the  Company.  A
director of the Company is Counsel to the Firm of KMZ Rosenman.

     During  2002,  the  Company  retained  Career  Consultants,   Inc.  and  SK
Associates to perform executive searches and to provide outplacement services to
the Company.  The Company paid an aggregate of $9,000 to these companies  during
the first  quarter of 2002.  A director of the Company is the Chairman and Chief
Executive Officer of these companies.

     During the first quarter of 2002, a director of the Company was paid $9,000
for providing financial-related consulting services to the Company.

     During the first quarter of 2002, a director of the Company was paid $9,000
for providing technology-related consulting services to the Company.

     Each  director  who is not an employee  of the  Company  receives a monthly
director's fee of $1,500,  plus an additional $500 for each meeting of the Board
and of any Committees of the Board  attended.  The directors are also reimbursed
reasonable travel expenses  incurred in attending Board and Committee  meetings.
In addition,  pursuant to the 2001 Stock Option Plan, each non-employee director
is granted an  immediately  exercisable  option to purchase  2,500 shares of the
Common Stock of the Company on the date of each Annual Meeting of  Stockholders.
Each such grant is priced at the fair  market  value of the Common  Stock on the
date of such grant.


                                      -17-
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


     On April 7, 2000, the Company entered into a stock purchase and exclusivity
agreement with Ericsson Microelectronics, A.B. ("Ericsson") and Ericsson Holding
International,  B.V.  ("EHI")  pursuant to which the Company sold to EHI 375,000
shares  of  Common  Stock,  representing  approximately  17.5% of the  Company's
outstanding  Common  Stock after  giving  effect to the sale,  for an  aggregate
purchase price of $3,375,000.  The stock purchase and exclusivity agreement also
provides  that the Company  will  design,  develop and produce  exclusively  for
Ericsson  Multi-Mix(R) products that incorporate active RF power transistors for
use in wireless basestation  applications,  television  transmitters and certain
other  applications  that are intended for Bluetooth  transceivers.  The Company
also agreed that it will  generally  be  Ericsson's  priority  supplier for such
products.

     On October 26, 2000, the Company entered into  subscription  agreements for
Common  Stock and  three-year  warrants  to  purchase  shares  of  Common  Stock
("Warrants")  with a group of investors led by Adam Smith  Investment  Partners,
L.P. and certain of its affiliates (the "Adam Smith Investors"), EHI and Messrs.
E. Cohen, Goldberg and Fuller,  members of the Board (the "Director Investors").
The Company sold to the investors units at a price of $12.80 per unit, each unit
consisting  of one share of Common Stock and one Warrant with an exercise  price
of $21.25 which expire on October 26, 2003  ("Units").  The Adam Smith Investors
purchased  240,000  Units,  EHI purchased  100,000  Units and Messrs.  E. Cohen,
Goldberg and Fuller purchased 5,000, 11,000 and 4,000 Units,  respectively,  for
an aggregate purchase price of $4,608,000. The Common Stock portion of the Units
represented an aggregate of approximately 14% of the outstanding Common Stock of
the Company  after  giving  effect to the sales.  The Warrants  contain  certain
anti-dilution provisions.

     On February 28, 2002, the Company  entered into a stock purchase  agreement
with DuPont Electronic  Technologies  pursuant to which the Company sold 528,400
shares  of  Common  Stock,  representing  approximately  16.6% of the  Company's
outstanding  Common  Stock after  giving  effect to the sale,  for an  aggregate
purchase price of  $5,284,000.  The Company and DuPont  Electronic  Technologies
have also  agreed to work  together  to better  understand  the  dynamics of the
markets for high-frequency  electronic components and modules.  David B. Miller,
Vice  President  and  General  Manager of DuPont  Electronic  Technologies,  was
appointed to the Company's Board of Directors. As a result of this sale, certain
contractual  anti-dilution  provisions  affected both the exercise price and the
number of shares  subject to the Warrants  issued in October 2000.  The exercise
price of the Warrants was reduced to $17.80 and the number of shares  subject to
the  Warrants  was  increased to 429,775.  The  expiration  date of the Warrants
remained unchanged.


Recent Accounting Pronouncements

     The  Financial  Accounting  Standards  Board issued  Statement of Financial
Accounting  Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments
and  Hedging   Activities,"  which  established  new  accounting  and  reporting
standards  and requires  that every  derivative  instrument  (including  certain
derivative  instruments  embedded in other  contracts)  be recorded as assets or
liabilities in the balance sheet  measured at fair value.  SFAS No. 133 requires
that  changes  in the fair  value of  derivatives  be  recognized  currently  in
earnings unless specific hedge accounting  criteria are met. The Company adopted
the  provisions  of the Statement in 2001.  The Company does not currently  hold
derivative  instruments  or engage  in  hedging  activities  and  therefore  the
adoption  of SFAS No.  133 has not had any  impact  on the  Company's  financial
position, results of operations or cash flows.


                                      -18-
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


     On June 30, 2001, the Financial  Accounting Standards Board issued SFAS No.
141,  "Business  Combinations" and SFAS No. 142,  "Goodwill and Other Intangible
Assets".  SFAS No. 141 requires all business  combinations  initiated after June
30,  2001 to be  accounted  for using the  purchase  method  of  accounting  and
eliminates  the  pooling  method of  accounting.  SFAS No.  141 will not have an
impact on the Company's  business since the Company has accounted for all of its
business combinations using the purchase method of accounting.

     With the  adoption  of SFAS No. 142 by the Company on  December  30,  2001,
goodwill is no longer subject to  amortization  over its estimated  useful life.
However,  goodwill  will  be  subject  to at  least  an  annual  assessment  for
impairment and more frequently if circumstances  indicate a possible impairment.
The Company is required to perform a fair value-based  goodwill impairment test.
In  addition,  under  SFAS No.  142,  an  acquired  intangible  asset  should be
separately  recognized  if the benefit of the  intangible  is  obtained  through
contractual  or other  legal  rights,  or if the  intangible  asset can be sold,
transferred, licensed, rented, or exchanged. Intangible assets will be amortized
over their estimated  useful lives.  Any write-down of goodwill would be charged
to results of operations in the periods in which the recorded  value of goodwill
and certain intangibles is more than its fair value. On an annualized basis, the
Company  expects that the adoption of this  accounting  standard will reduce the
amortization of goodwill and intangibles by approximately $150,000 commencing in
2002,  unless  future  impairment  reviews  result in  periodic  write-downs  of
goodwill.  In  connection  with the  adoption of SFAS No. 142, the Company is in
process of completing its traditional  impairment  assessment which will be done
within six months from the date of adoption  as  required by the  standard.  The
Company has not  determined the impact the adoption of this  pronouncement  will
have on the Company and its results of operations.

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligations", which requires the fair value for
an asset  retirement  obligation  to be  recorded  in the  period in which it is
incurred.  SFAS No. 143 is effective for fiscal years  beginning  after June 15,
2002,  with earlier  adoption  encouraged.  The Company does not expect that the
adoption of SFAS No. 143 will have a material impact on the Company's  financial
position or results of operations.

     In August 2001, the Financial  Accounting  Standards  Board issued SFAS No.
144,  "Accounting for the Impairment or Disposal of Long-Lived Assets," which is
effective for fiscal periods  beginning  after  December 15, 2001.  SFAS No. 144
establishes an accounting model for impairment or disposal of long-lived  assets
to be disposed of by sale. The Company does not expect that the adoption of SFAS
No. 144 will have a  material  impact on the  Company's  financial  position  or
results of operations.


Forward-Looking Statements

     This quarterly report on Form 10-QSB contains statements relating to future
results of 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 the  Company  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
the Company's Securities and Exchange Commission filings.  These forward-looking
statements  are made only as of the date hereof,  and the Company  undertakes no
obligation  to update or revise  the  forward-looking  statements,  whether as a
result of new information, future events or otherwise.


                                     -19-

<PAGE>



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

       EXHIBIT NO.   DESCRIPTION
       -----------   -----------

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

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

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

       4(d)           Amendment No. 3 dated as of October 26, 2000, to the
                      Stockholder Rights Agreement dated as of March 9, 1999,
                      between Merrimac and ChaseMellon Stockholder Services,
                      L.L.C., as Rights Agent, is hereby incorporated by
                      reference to Exhibit 2 to Merrimac's Current Report on
                      Form 8-K for the period ending October 27, 2000.

       4(e)           Amendment No. 4 dated as of February 21, 2001, to the
                      Stockholder Rights Agreement dated as of March 9, 1999,
                      between Merrimac and Mellon Investor Services, L.L.C.
                      (formerly known as ChaseMellon Stockholder 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 for the period ending February 21, 2001.

       4(f)           Amendment No. 5, dated February 28, 2002, to the Rights
                      Agreement, between Merrimac and Mellon Investor Services
                      LLC (f.k.a. ChaseMellon Shareholder Services, L.L.C.), as
                      Rights Agent is hereby incorporated by reference to
                      Exhibit 99.4 to Merrimac's Form 8-K for the period ending
                      March 6, 2002.



                                       -20-
<PAGE>

       EXHIBIT NO.    DESCRIPTION
       -----------    -----------


       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 for the period
                      ending 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 for the period
                      ending 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
                      for the year ending 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 for the period ending 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 for the year ending 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 for the period ending December 31,
                      1994.*

       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
                      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 for the year
                      ending January 2, 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 for the
                      year ending December 28, 1996.*




                                       -21-
<PAGE>


       EXHIBIT NO.    DESCRIPTION
       -----------    -----------


       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 for the year
                      ending January 2, 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 for the year
                      ending July 4, 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 for the period ending
                      September 30, 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 for the period ending
                      July 4, 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 for the year ending January
                      2, 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 for the period ending
                      July 4, 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 for the year ending January 3, 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 for the year
                      ending January 3, 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 for the period ending April 4, 1998.*

       10(q)          Separation Agreement dated as of December 31, 1998,
                      between Merrimac and Eugene W. Niemiec is hereby
                      incorporated by reference to



                                       -22-
<PAGE>


       EXHIBIT NO.    DESCRIPTION
       -----------    -----------

                      Exhibit 10(p) to Merrimac's Annual Report on Form 10-KSB
                      for the year ending January 2, 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 for the year ending
                      October 3, 1998.

       10(s)          Stockholder'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 for the period
                      ending July 3, 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) is
                      hereby incorporated by reference to Exhibit 10(t) to
                      Merrimac's Annual Report on Form 10-KSB for the year
                      ending December 30, 2000.

       10(u)          Registration Rights Agreement dated October 26, 2000,
                      between Merrimac and Ericsson Holding International, B.V.
                      is hereby incorporated by reference to Exhibit 10(u) to
                      Merrimac's Annual Report on Form 10-KSB for the year
                      ending December 30, 2000.

       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) is
                      hereby incorporated by reference to Exhibit 10(v) to
                      Merrimac's Annual Report on Form 10-KSB for the year
                      ending December 30, 2000.

       10(w)          Registration Rights Agreement dated October 26, 2000,
                      between


                                       -23-
<PAGE>


       EXHIBIT NO.    DESCRIPTION
       -----------    -----------

                      Merrimac and certain entities and individuals related to
                      Adam Smith Investment Partners, L.P. is hereby
                      incorporated by reference to Exhibit 10(w) to Merrimac's
                      Annual Report on Form 10-KSB for the year ending December
                      30, 2000.

       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) is hereby incorporated by reference to Exhibit
                      10(x) to Merrimac's Annual Report on Form 10-KSB for the
                      year ending December 30, 2000.

       10(y)          2001 Key Employee Incentive Plan is hereby incorporated by
                      reference to Exhibit 4.01 to Merrimac's Form S-8
                      (No. 333-63434) dated June 30, 2001.

       10(z)          2001 Stock Option Plan is hereby incorporated by reference
                      to Exhibit 4.01 to Merrimac's Form S-8 (No. 333-63436)
                      dated June 20, 2001.

       10(aa)         2001 Stock Purchase Plan is hereby incorporated by
                      reference to Exhibit 4.01 to Merrimac's Form S-8
                      (No. 333-63438) dated June 20, 2001.

       10(bb)         2001 Amended and Restated Stock Option Plan is hereby
                      incorporated by reference to Exhibit 4(i) to Merrimac's
                      Quarterly Report on Form 10-QSB for the period ending
                      June 30, 2001.

       10(cc)         Subscription Agreement, dated February 28, 2002 between
                      Merrimac and DuPont Chemical and Energy Operations, Inc.,
                      a subsidiary of E.I. DuPont de Nemours and Company is
                      hereby incorporated by reference to Exhibit 99.2 to
                      Merrimac's Form 8-K for the period ending February 28,
                      2002.

       10(dd)         Registration Rights Agreement, dated February 28, 2002
                      between Merrimac and DuPont Chemical and Energy
                      Operations, Inc., a subsidiary of E.I. DuPont de Nemours
                      and Company is hereby incorporated by reference to Exhibit
                      99.3 to Merrimac's Form 8-K for the period ending
                      February 28, 2002.

       11             Statement re: Computation of earnings per share.

-----------------------




                                       -24-
<PAGE>

*   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 March 6, 2002, reporting the
       purchase, by Dupont Electronic Technologies, of 16.6% of Merrimac's
       equity interest for a purchase price of approximately $5.3 million.




                                       -25-

<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: May 13, 2002                 By: /s/ Mason N. Carter
                                         -------------------------------------
                                         Mason N. Carter
                                         Chairman, President and
                                         Chief Executive Officer


    Date: May 13, 2002                 By: /s/ Robert V. Condon
                                         -------------------------------------
                                         Robert V. Condon
                                         Vice President, Finance, Treasurer,
                                         Secretary and Chief Financial Officer



                                      -26-






<PAGE>

Exhibit 11


                           MERRIMAC INDUSTRIES, INC.
                       COMPUTATION OF EARNINGS PER SHARE

                       ---------------------------------
                                  (Unaudited)
                                  -----------

                                                           Quarter Ended
                                                       ----------------------
                                                        March 30,   March 31,
                                                          2002        2001
                                                       ----------------------
Numerator:
Net income (loss) available to common stockholders....  $ 142,837  $  (30,696)
                                                        =========  ==========

Basic earnings (loss) per share
-------------------------------
Weighted average number of shares outstanding for
basic net income (loss) per share
Common stock..........................................  2,835,381   2,604,743
                                                        =========  ==========
Net income (loss) per common share - basic............      $ .05       $(.01)
                                                            =====       =====

Diluted earnings (loss) per share
---------------------------------
Weighted average number of shares outstanding for
diluted net income (loss) per share
Common stock .........................................  2,835,381   2,604,743
Effect of dilutive securities - stock options (1) ....    108,047         -
                                                        ---------  ----------
Weighted average number of shares outstanding for
diluted net income (loss) per share...................  2,943,428   2,604,743
                                                        =========  ==========
Net income (loss) per common share - diluted..........      $ .05       $(.01)
                                                            =====       =====


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

     Stock options and warrants did not have an effect on the computation of the
     diluted  loss  per  share  in  the  first   quarter  of  2001  since they
     were antidilutive.