<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 April 3, 1999      Commission file No. 0-11201
                               -------------                          -------

                           MERRIMAC INDUSTRIES, INC.
-----------------------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)


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

     
41 Fairfield Place, West Caldwell, New Jersey                    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 10, 1999
-----------------------------                  ------------------------------- 
Common Stock ($.50 par value)                             1,739,676






<PAGE>


PART I.     FINANCIAL INFORMATION

ITEM 1.     Financial Statements

                           MERRIMAC INDUSTRIES, INC.
                          CONSOLIDATED BALANCE SHEET 
                          ---------------------------
                                 (Unaudited)
                                 -----------
                                                        April 3,    January 2, 
                                                          1999        1999 
                                                      -----------  -----------
ASSETS                                                         
------
Current assets:
  Cash and cash equivalents .......................   $ 1,651,741  $ 1,852,666 
  Accounts receivable .............................     4,123,385    3,755,131 
  Inventories .....................................     3,323,369    3,101,256
  Income tax refund receivable.....................       423,021      413,018  
  Other current assets ............................       351,131      357,906  
  Deferred tax assets .............................       899,600      899,600  
                                                      -----------  -----------
      Total current assets ........................    10,772,247   10,379,577
                                                      -----------  ----------- 
Property, plant and equipment .....................    19,516,811   16,539,251
  Less accumulated depreciation ...................    12,335,185   10,322,958 
                                                      -----------  ----------- 
    Net property, plant and equipment .............     7,181,626    6,216,293
Other assets ......................................       268,927      319,512
Goodwill ..........................................     2,867,319          -
                                                      -----------  -----------
      Total Assets ................................   $21,090,119  $16,915,382
                                                      ===========  =========== 

LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------
Current liabilities:
  Current portion of long-term debt ...............   $   632,308          -
  Accounts payable ................................     1,281,232  $ 1,479,284
  Accrued liabilities .............................     1,298,595    1,499,917  
  Income taxes payable ............................        96,622          -
                                                      -----------  -----------
      Total current liabilities ...................     3,308,757    2,979,201
Long-term debt, net of current portion ............     4,181,773          -
Deferred compensation .............................       264,419      459,322
Deferred tax liabilities ..........................        54,600       54,600  
                                                      -----------  -----------
      Total liabilities ...........................     7,809,549    3,493,123
                                                      -----------  -----------
Shareholders' equity:
  Common stock, par value $.50 per share:
    Authorized:  5,000,000 shares
    Issued:  2,692,454 and 2,690,405 shares .......     1,346,227    1,345,203
  Additional paid-in capital ......................    11,229,616   11,220,873
  Retained earnings ...............................     9,163,021    8,950,055 
  Translation adjustments .........................       (35,524)         -
                                                      -----------  -----------
                                                       21,703,340   21,516,131
  Less treasury stock, at cost:  
    955,904 and 902,549 shares ....................    (8,062,770)  (7,733,872) 
  Less loan to officer-shareholder ................      (360,000)    (360,000) 
                                                      -----------  -----------
     Total shareholders' equity ...................    13,280,570   13,422,259
                                                      -----------  -----------
     Total Liabilities and Shareholders' Equity ...   $21,090,119  $16,915,382
                                                      ===========  ===========


See accompanying notes to consolidated financial statements.





                                     - 1 -


<PAGE>

                           MERRIMAC INDUSTRIES, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                       ---------------------------------
                                  (Unaudited)
                                  ----------- 
                                        
                                 
                                                       Thirteen Weeks Ended     
                                                    -----------------------  
                                                      April 3,     April 4,     
                                                       1999         1998        
                                                    ----------  -----------  
Net sales ...................................       $4,738,531   $5,792,607    
                                                    ----------  -----------  
Cost and expenses:
  Cost of sales .............................        2,426,740    3,217,852  
  Selling, general and administrative .......        1,560,990    1,696,695    
  Research and development ..................          394,260      211,256
                                                    ----------  -----------  
                                                     4,381,990    5,125,803   
                                                    ----------  -----------  

Operating income ............................          356,541      666,804     
Interest and other expense (income), net ....           23,575      (12,742)   
                                                    ----------  -----------  
Income before income taxes ..................          332,966      679,546     
Provision for income taxes ..................          120,000      252,000    
                                                    ----------  -----------  
Net income ..................................       $  212,966   $  427,546  
                                                    ==========  ===========  

Net income per common share - basic .........             $.12         $.25
Net income per common share - diluted .......             $.12         $.24
                                                          ====         ====
Weighted average number of 
shares outstanding:
  Basic .....................................        1,768,532    1,734,692
  Diluted ...................................        1,768,793    1,779,982

Note: The basic and diluted weighted  average number of shares  outstanding
and net income per share  information for all prior reporting  periods have been
restated to reflect the effects of the 10% stock dividend which became effective
June 5, 1998.

See accompanying notes to consolidated financial statements.






                                      -2-
<PAGE>



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

                                                         Thirteen Weeks Ended
                                                      -------------------------
                                                        April 3,       April 4, 
                                                           1999          1998  
                                                      ----------     ----------
Cash flows from operating activities:
  Net income ........................................ $  212,966       $427,546
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization..................    329,003        207,086 
      Amortization of goodwill ......................     14,522            -   
      Deferred compensation .........................      4,097         58,340
      Stock-based compensation expense ..............        -           15,300
      Changes in operating assets and liabilities:
        Accounts and income taxes receivable.........    373,736       (912,653)
        Inventories..................................     27,893        568,366
        Other current assets.........................     21,908          2,986 
        Deferred tax assets..........................     (1,972)         6,200 
        Other assets.................................    110,435         22,568 
        Accounts payable.............................   (354,614)         9,789 
        Accrued liabilities..........................   (266,783)        88,580 
        Income taxes payable.........................     86,847        217,580 
        Deferred compensation........................   (199,000)       (16,547)
                                                      ----------     ----------
Net cash provided by operating activities............    359,038        695,141 
                                                      ----------     ----------
Cash flows from investing activities:
  Purchase of capital assets.........................   (594,831)      (666,890)
  Proceeds from sales of capital assets..............        -            8,515 
Acquisition of business, net of cash acquired ....... (4,009,057)           -
                                                      -----------    ----------
Net cash used in investing activities................ (4,603,888)      (658,375)
                                                      -----------    ----------
Cash flows from financing activities:
  Borrowings under term loan facilities .............  2,500,000            -
  Borrowings under revolving credit facilities ......  2,000,000            -
  Repayment of borrowings under credit and              
    lease facilities ................................   (137,046)           -
  Proceeds from the issuance of common stock.........      9,869         27,403
  Repurchase of common stock for the treasury .......   (328,898)           -
                                                      -----------    ----------
Net cash provided by financing activities ...........  4,043,925         27,403
                                                      -----------    ----------
Net increase (decrease) in cash and cash equivalents    (200,925)        64,169
Cash and cash equivalents at beginning of year.......  1,852,666      2,414,725
                                                      -----------    ----------
Cash and cash equivalents at end of period........... $1,651,741     $2,478,894
                                                      ===========    ==========

Supplemental disclosures of cash flows information:                    
  Cash paid during the period for:
    Income taxes.....................................  $  10,000      $  30,000
                                                      ==========     ==========

See accompanying notes to consolidated financial statements.


                                      -3-

<PAGE>



                           MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A.   Basis of presentation

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with the  instructions  to Form 10-QSB and therefore,  do
not include all  information  and  footnote  disclosures  otherwise  required by
Regulation S-B. The financial  statements do,  however,  reflect all adjustments
which are, in the opinion of the management,  necessary for a fair  presentation
of the financial  position of the Company as of April 3, 1999 and its results of
operations and cash flows for the periods presented.

B.   Inventories

     Inventories consist of the following:
                                                 April 3,         January 2,
                                                   1999              1999
                                                 --------         ----------
     Finished goods                              $664,080           $607,738
     Work in process                            1,676,756          1,597,215
     Raw materials and purchased parts            982,533            896,303
                                               ----------         ---------- 
     Total                                     $3,323,369         $3,101,256
                                               ==========         ==========
 
C.   Net income per common share

     Effective  January 3, 1998, the Company adopted the provisions of Statement
of  Financial   Accounting  Standards  No.  128,  "Earnings  per  Share,"  which
establishes the new standard for computation and  presentation of net income per
common share.  Under the new requirements  both basic and diluted net income per
common  share are  presented.  All prior  period net  income  per  common  share
information has been restated.

     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.

D.   Comprehensive Income

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 130, Reporting  Comprehensive Income ("SFAS
130"). SFAS 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  shareholders'  equity  during a period except those  resulting  from
investments by or distributions to shareholders. For the Company,

                                      -4-
<PAGE>



                            MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


comprehensive  income  for all  periods  presented  consists  solely of net
income and foreign  currency  translation  adjustments  pursuant to Statement of
Financial  Accounting  Standards  No. 52,  "Foreign  Currency  Translation,"  as
follows:
                                                                               
                                                    Thirteen Weeks Ended
                                                    ---------------------
                                                    April 3,     April 4,
                                                      1999         1998
                                                    --------     --------
     Net income                                     $212,966     $427,546
     Other comprehensive income (loss):
     Foreign currency translation adjustments        (35,524)         -
                                                    --------     --------
     Total comprehensive income                     $177,442     $427,546
                                                    ========     ========
E.   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 latest and fiscal year 2002 will
be the next) is added to the fourth  quarter,  making such quarter consist of 14
weeks.

F.   Dividends

     The  Board  of  Directors  (the  "Board")  announced  on May 5,  1998,  the
declaration of a 10% stock dividend  payable on June 5, 1998 to  shareholders of
record on May 15, 1998. Fractional shares were cashed-out and payments were made
to  shareholders  in lieu of  fractional  shares on June 5, 1998.  The basic and
diluted weighted  average number of shares  outstanding and net income per share
information  for all prior  reporting  periods have been restated to reflect the
effects of the stock dividend.

     During the first three  quarters of fiscal  1997,  the Company paid a $.091
per  share  dividend  (previously  $.10 per  share,  adjusted  for the 10% stock
dividend in June 1998).  The cash  dividend was  eliminated by a decision of the
Board on August 28, 1997.


G.   Transactions with management and loan to officer-shareholder

     On May 4, 1998,  the Company sold 20,000 (22,000 after giving effect to the
Company's 10% stock dividend)  shares of Common Stock from its treasury to Mason
N. Carter, Chairman,  President and Chief Executive Officer of the Company, at a
price  of  $12.75  per  share  (the  approximate  average  closing  price of the
Company's  Common Stock during the first quarter of 1998).  The Company extended
Mr.  Carter a loan of $255,000 in  connection  with the purchase of these shares
and amended a prior loan to Mr. Carter of $105,000.  A new promissory note for a
total of $360,000,  due May 4, 2003,  was executed by Mr. Carter in favor of the
Company. Payment of the loan is secured by the pledge of the 33,000 shares

                                      -5-

<PAGE>



                            MERRIMAC INDUSTRIES, INC.     
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


of Common Stock that were  purchased by Mr. Carter with the proceeds of the
loans. The Company has recorded compensation expense of $52,000,  which is being
charged to  operations  over the one-year  period  commencing on the date of the
transaction,  as Mr. Carter is expected to perform services throughout this time
period.  The sale of these shares of Common  Stock was exempt from  registration
under the Securities Act of 1933, as amended,  as a transaction  not involving a
public offering under Section 4 (2) of the Act.

H.   Acquisition of Filtran Microcircuits Inc.

     In February  1999,  the Company  completed  the  acquisition  of all of the
outstanding  stock of  privately  held  Filtran  Microcircuits  Inc.  ("FMI") of
Ottawa,  Ontario,  Canada.  FMI,  which  had 1998  sales of  approximately  $3.2
million, is a manufacturer of microwave micro circuitry.  The purchase price was
approximately  $4.5  million,  net of $203,000  cash  acquired and including the
assumption of $451,000 existing  indebtedness,  and was financed by utilizing an
existing  unused credit  facility.  The  acquisition is being accounted for as a
purchase,  and,  accordingly,  the  purchase  price  has been  allocated  to the
underlying  assets and  liabilities  based on their estimated fair values at the
date of the  acquisition,  with the excess cost of  approximately  $2.9  million
recorded as goodwill which is being amortized over 20 years.

     The  unaudited  pro forma  combined  results  for the  comparative  periods
presented  for 1999 and 1998,  as if FMI had been  acquired at the  beginning of
1998, are estimated to be: net sales of  $5,369,000,  net income of $152,000 and
diluted net income per share of $.09 for 1999, and net sales of $6,800,000,  net
income of $391,000  and  diluted net income per share of $.22 for 1998.  The pro
forma  results  are  based  on  various  assumptions  and  are  not  necessarily
indicative of what would have actually  occurred had the acquisition and related
financing  transactions  been  completed at the beginning of last year,  nor are
they necessarily indicative of future consolidated results.

I.   Debt

     Long-term debt consists of the following:

     Revolving credit facility, interest 1/2% below prime          $2,000,000
     Term loan, interest 1/2% below prime, due 2004                 2,375,000
     Equipment loans, interest prime plus 1%, due July 1999
     to May 2001                                                      104,968
     Capital leases, interest 6.9%, due November 2003                 334,113
                                                                   ----------
                                                                    4,814,081
     Less current portion                                             632,308
                                                                   ----------
     Long-term portion                                             $4,181,773
                                                                   ==========

     The term loan is  secured  by  $2,500,000  of  recently  acquired  tangible
personal  property  and the  equipment  loans are covered by a general  security
agreement.  The revolving credit facility is unsecured.  Capital leases included
in  property  plant  and  equipment  have a  depreciated  cost of  approximately
$200,000.

                                      -6-

<PAGE>



                            MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


J.   Recent Accounting Pronouncements
 
     In June 1998, the Financial  Accounting Standards Board issued Statement of
Accounting Standards No. 133 ("Accounting for Derivative Instruments and Hedging
Activities").  This statement  establishes  accounting  and reporting  standards
requiring  that  all  derivative   instruments   (including  certain  derivative
instruments  embedded in other contracts) be recorded on the balance sheet as an
asset or liability and measured at its fair value.  This  statement is effective
for  fiscal  years  beginning  after June 15,  1999 but can be adopted  earlier.
Management has not yet determined the timing of or method to be used in adopting
this  statement.  Management  does not  believe at this time that such  adoption
would have a material impact on its consolidated financial statements.


                                      -7-

<PAGE>




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


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


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





                                                 Percentage of Net Sales
                                                -------------------------
                                                       Quarter 1        
                                                  --------------------    
                                                  Thirteen Weeks Ended     
                                                  --------------------   
                                                  April 3,   April 4, 
                                                    1999       1998    
                                                  --------   --------   

Net sales....................................       100.0%     100.0%  
                                                    ------     ------   
Costs and expenses:
  Cost of sales..............................        51.2%      55.6%   
  Selling, general and administrative........        33.0%      29.3%       
  Research and development...................         8.3%       3.6%  
                                                    ------     ------   
                                                     92.5%      88.5%   
                                                    ------     ------     

Operating income.............................         7.5%      11.5%      
Interest and other expense (income), net.....          .5%       (.2%)         
                                                    ------     ------      

Income before income taxes...................         7.0%      11.7%     

Provision for income taxes...................         2.5%       4.3%          
                                                    ------     ------     

Net income...................................         4.5%       7.4%     
                                                    ======     ======     



                                      -8-

<PAGE>



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

                           
Quarter ended April 3, 1999 compared to quarter ended April 4, 1998

     Results of  operations  reflect  decreases  in: net sales of  $1,054,000 or
18.2%;  operating  income of $310,000 or 46.5%; net income of $215,000 or 50.2%;
and diluted net income of $.12 per share or 50.0%.

     The net sales decrease was partially  attributable to delivering  shipments
against a smaller firm order  backlog with order  release  dates that  coincided
with  production  and  shipment  schedules,  partially  offset  by net  sales of
recently acquired Filtran Microcircuits Inc. ("FMI").

     Orders received for the first quarter 1999 of $5,164,000 decreased $897,000
or 14.8%  compared to that of the first quarter of 1998, and the backlog of firm
unfilled orders decreased  $2,367,000 or 23.8% to $7,576,000 for the same end of
quarter comparisons.  Compared to year-end 1998, backlog increased $1,408,000 or
22.8%, including $800,000 backlog at recently acquired FMI.

     Cost  of  sales  decreased  $791,000  or  24.6%,  and  decreased  4.4% as a
percentage of net sales.  The primary  reason for the decrease was the effect of
the  decrease in sales  revenue on cost of sales and a reduction in direct labor
and  manufacturing  overhead  costs partly related to last year's fourth quarter
restructuring.

     Selling,  general and  administrative  expenses decreased $136,000 or 8.0%,
although as a percentage of net sales the expense  increased  3.0% to 32.9% from
29.3%.  Decreases  in selling  expenses  were  related to a  reduction  in sales
commissions  due to the decrease in sales  revenue.  General and  administrative
expenses  decreased  partly due to a reduction in compensation  costs related to
last  year's  fourth  quarter   restructuring  which  was  partially  offset  by
additional  marketing and  administrative  costs,  including the amortization of
goodwill attributable to the acquisition of FMI.

     Research and development expenses for new products,  primarily the recently
introduced Multi-Mix(TM) Microtechnology, were $394,000 for the first quarter of
1999 compared to $211,000  reported in the first quarter of 1998, an increase of
$183,000 or 86.6% compared to the prior year.

     Net income of  $213,000  was  $215,000  lower  than net income of  $428,000
reported for the first quarter of 1998, a decrease of 50.2%.  Diluted net income
per share was $.12, a decrease of 50.0% compared to diluted net income per share
of $.24 reported for the first quarter of last year.
 

                                      -9-


<PAGE>



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

Liquidity and Capital Resources

     The Company had liquid  resources  comprised  of cash and cash  equivalents
totaling  approximately  $1,700,000  at the  end of the  first  quarter  of 1999
compared to  approximately  $2,500,000  at the end of the first quarter of 1998.
The Company's working capital was approximately $7,500,000 and its current ratio
was 3.3 at the end of the first quarter of 1999 compared to $8,800,000  and 4.2,
respectively, at the end of the first quarter of 1998.

     The Company's  operating  activities provided cash flows of $359,000 in the
first  quarter of 1999  compared to $695,000 in the first  quarter of 1998.  The
primary reasons for the decrease in operating cash flows in the first quarter of
1999 are decreases in net income and payments made on accounts payable,  accrued
liabilities and deferred compensation,  which was partially offset by a decrease
in accounts  receivable  as a result of lower net sales and higher  depreciation
and amortization  charges.  The Company made net investments in property,  plant
and  equipment of $595,000 in the first  quarter of 1999 compared to $667,000 in
the first  quarter  of 1998.  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 cost to the Company for its  acquisition  of FMI, net of $203,000  cash
acquired and excluding indebtedness assumed of $451,000,  was $4,009,000,  which
was financed by borrowings under a previously unused credit facility.

     The Company has a $7,000,000  revolving credit and term loan agreement with
Summit Bank,  at one-half  percent  below the bank's  floating  prime rate.  The
Company  borrowed  $2,500,000 for capital  expenditures  under the term loan and
$2,000,000   under  its  revolving   credit  facility  in  connection  with  the
acquisition  of FMI during the first quarter of 1999.  The unused portion of the
revolving  credit  facility of $2,500,000  is available for working  capital and
general corporate purposes.

     Management  believes that with the liquid  resources and the remaining line
of  credit  available,  along  with  cash  flows  expected  to  be  provided  by
operations,   the  Company  will  have   sufficient   resources   for  currently
contemplated operations in 1999.

     The  Company's  capital   expenditures  for  new  projects  and  production
equipment are anticipated to exceed its depreciation  and amortization  expenses
in 1999.  The  Company  has issued  purchase  order  commitments  to  processing
equipment  manufacturing vendors for approximately $300,000 of capital equipment
and building  improvements.  The Company anticipates that such equipment will be
purchased and become  operational  and building  improvements  will be completed
during 1999.

     The Company was  authorized  by its Board of Directors to  repurchase up to
110,000 shares  (adjusted for the 10% stock dividend) of its common stock,  from
time to time, depending


                                      -10-


<PAGE>



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



on market conditions,  and has repurchased  approximately  65,000 shares to
date  under  such  authorization.  There  were  8,000  shares  of  common  stock
repurchased  during fiscal 1998 and there were no share repurchases during 1997.
During the first  quarter of 1999,  the  Company  repurchased  53,000  shares of
common stock at a cost of $329,000.

     The Board of Directors  approved the declaration of a 10% stock dividend to
shareholders  of record on May 15, 1998,  which was  distributed on June 5, 1998
along with payments made for fractional shares.

     Periodically,  the Company  explores the  possibility of acquiring  similar
manufacturers of electronic  devices or companies in related fields.  Management
believes that any such  acquisitions and business  operation  expansion could be
financed  through  its liquid  and  capital  resources  currently  available  as
previously  discussed and/or through additional  borrowing or issuance of equity
or debt securities.  The additional debt from any acquisitions,  if consummated,
would  increase  the  Company's  debt-to-equity  ratio  and such  debt or equity
securities  might,  at least in the near  term,  have a  dilutive  effect on net
income per share.  In February  1999, the Company  completed the  acquisition of
Filtran Microcircuits Inc. for approximately $4,700,000.

     Year 2000 Readiness Disclosure

     The Company  recognizes the need to assure that its operations  will not be
adversely impacted by Year 2000 software failures.  The impact on operations has
been  evaluated  and plans have been  formulated  to ensure  complete  Year 2000
compliance  before the end of 1999. The Company's  manufactured  products do not
contain  software  of any  kind  and  therefore  are not  subject  to Year  2000
problems. All of the Company's existing mission-critical  manufacturing software
and financial computer applications were made Year 2000 compliant as of December
31, 1998. Key suppliers have been contacted to obtain their Year 2000 compliance
status and the Company  anticipates  that these key suppliers  will be Year 2000
compliant  by December  31,  1999.  Software  revisions  have been  performed by
Company  employees  and  the  total  estimated  cost  for  achieving  Year  2000
compliance has not been, and is not anticipated to be, material to the Company's
financial position or results of operations.

     Information Technology Systems

     Without  remediation,  certain of the Company's  internally developed order
processing and manufacturing support applications would not have been capable of
processing  dates beyond  December 31, 1999 properly.  The Company has corrected
the  programs,  and all business  order  processing  and  manufacturing  support
operations  applications should properly process dates beyond December 31, 1999.
The Company does not have any third-party  software  applications  that are date
dependent.  The Company's desktop computers and internal local area network have
been  checked  for Year 2000  problems  and none have been found.  All  programs
purchased  from third  parties are believed to be Year 2000  compliant  based on
certification received from the vendors.

     
            
                                       -11-

<PAGE>



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


     Non-Information Technology Systems

     Internal systems used in the Company's manufacturing processes are not date
dependent.  Other support systems,  such as security and HVAC, have been checked
and will not be adversely affected by dates beyond December 31, 1999. All of the
Company's suppliers have been contacted concerning their Year 2000 readiness and
the  Company  will be  evaluating  their  responses  regarding  their  Year 2000
compliance.

     Costs to Company to Address Year 2000 Issues

     To date,  the Company has  expended  approximately  $60,000  (exclusive  of
internal  personnel  compensation  costs) to perform the program  remediation to
non-compliant  programs  and for  training and other  consulting  services.  The
Company  estimates  remaining  costs to project  completion to be  approximately
$50,000. No other information technology projects have been deferred as a result
of the Year 2000 project as it was scheduled as part of the Company's  strategic
business plan.
 
     Risks of the Company to Year 2000 Issues

     The Company believes that the risks of the Year 2000 problem are moderately
low  because its  products  are not date  dependent  and its  internal  software
applications  are Year 2000  compliant as of December 31, 1998. The Company will
be evaluating the Year 2000 readiness of its key suppliers  throughout  1999 and
will  find  alternate  sources  for  those  suppliers  that  are not  Year  2000
compliant.  The potential  impact and related costs resulting from the Company's
failure to find alternate  suppliers has not been determined.  In addition,  the
Company's  customers  are  evaluating  their  own Year 2000  readiness  and have
circulated  questionnaires  regarding the  Company's  level of  compliance.  The
Company  will  continue  to  update  its  customers  with  respect  to Year 2000
readiness and will monitor the progress of its customers to assess the attendant
risks of inadequate Year 2000 compliance.

     Contingency Plans

     Currently, the Company does not have a contingency plan, since its products
are not date dependent.  In addition, the Company's Year 2000 compliance program
is on schedule and near completion.

 
     


                                      -12-

<PAGE>



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


Recent Accounting Pronouncements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Accounting Standards No. 133 ("Accounting for Derivative Instruments and Hedging
Activities").  This statement  establishes  accounting  and reporting  standards
requiring  that  all  derivative   instruments   (including  certain  derivative
instruments  embedded in other contracts) be recorded on the balance sheet as an
asset or liability and measured at its fair value.  This  statement is effective
for  fiscal  years  beginning  after June 15,  1999 but can be adopted  earlier.
Management has not yet determined the timing of or method to be used in adopting
this  statement.  Management  does not  believe at this time that such  adoption
would have a material impact on its consolidated financial statements.


     Forward-Looking Statements

     This 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; competitive products and pricing
pressures;  risks relating to governmental  regulatory actions in communications
and defense programs;  and inventory risks due to technological  innovation,  as
well as other  risks  and  uncertainties,  including  but not  limited  to those
detailed from time to time in 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.
    

                                      -13-

<PAGE>
PART II. OTHER INFORMATION


ITEM 6. Exhibits and Reports on Form 8-K.

(a) Exhibits:

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

3(a)(1)           By-laws of the Company, as amended, is hereby incorporated by 
                  reference to Exhibit 3(a)(1) to the Company's Annual Report
                  on Form 10-KSB dated March 30, 1999.

3(a)(2)           Amendment to By-laws of the Company adopted March 5, 1999 is 
                  hereby incorporated by reference to Exhibit 3(a)(2) to the 
                  Company's Annual Report on Form 10-KSB dated March 30, 1999.

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

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

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

11                Statement re: Computation of earnings per share.

27                Financial Data Schedule for the First Quarter Ended 
                  April 3, 1999.

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


(b)      Reports on Form 8-K.

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

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

                            

                                        -14-
<PAGE>

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

        A Current Report on Form 8-K was filed on May 6, 1999 reporting the 
        Company's results of operations for the first quarter 1999.

                                      -15-


<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 14, 1998               By: /s/ Mason N. Carter
                                         -------------------------------------
                                         Mason N. Carter             
                                         Chairman, President and 
                                         Chief Executive Officer
                                           

    Date: May 14, 1998               By: /s/ Robert V. Condon
                                         -------------------------------------
                                         Robert V. Condon
                                         Vice President, Finance, Treasurer,
                                         Secretary and Chief Financial Office



                                      -16-

<PAGE>
                                 EXHIBIT INDEX                    Sequentially
Exhibit                                                           Numbered Page

3(a)(1)           By-laws of the Company, as amended, is hereby incorporated by 
                  reference to Exhibit 3(a)(1) to the Company's Annual Report on
                  Form 10-KSB dated March 30, 1999.

3(a)(2)           Amendment to By-laws of the Company adopted March 5, 1999 is
                  hereby incorporated by reference to Exhibit 3(a)(2) to the 
                  Company's Annual Report on Form 10-KSB dated March 30, 1999.

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

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


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

11                Statement re: Computation of earnings per share.

27                Financial Data Schedule for the First Quarter Ended 
                  April 3, 1999.

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


                                      -17-