<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 six months ended July 4, 1998      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

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 July 30, 1998
-----------------------------                  ------------------------------- 
Common Stock ($.50 par value)                             1,785,859






<PAGE>


PART I.     FINANCIAL INFORMATION

ITEM 1.     Financial Statements

                           MERRIMAC INDUSTRIES, INC.
                          CONSOLIDATED BALANCE SHEET 
                          ---------------------------
                                 (Unaudited)
                                                        July 4, 
                                                          1998
                                                      -----------
ASSETS
Current assets:
 Cash and cash equivalents...........................  $2,058,721
 Accounts receivable.................................   4,252,318
 Inventories:
   Finished goods....................................     519,276
   Work in process...................................   2,145,721
   Parts and raw materials...........................     768,000
                                                      -----------
      Total inventories..............................   3,432,997
 Other current assets................................     255,970
 Deferred tax assets.................................     893,300
                                                      -----------
        Total current assets.........................  10,893,306
Property, plant and equipment........................  15,295,487
   Less accumulated depreciation.....................   9,956,621
                                                      -----------
       Net property, plant and equipment.............   5,338,866
Deferred income taxes................................      65,000
Other assets.........................................      91,824
                                                      -----------
         Total Assets................................ $16,388,996
                                                      ===========
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable .................................   $1,060,421
  Accrued liabilities...............................    1,022,504
  Income taxes payable..............................      233,982
                                                      -----------
       Total current liabilities....................    2,316,907
  Deferred compensation.............................      466,811
                                                      -----------
         Total liabilities..........................    2,783,718
  Stockholders' equity:
     Common stock, par value $.50 per share:
        Authorized: 5,000,000 shares
        Issued:     2,658,408 shares................    1,329,204
     Additional paid-in capital.....................   10,905,006
     Retained earnings..............................    9,446,149
     Translation adjustment.........................      (35,735)
                                                       ----------  
                                                       21,644,624

     Less treasury stock, at cost: 894,549 shares...   (7,679,346)
     Less loan to officer-stockholder...............     (360,000)
                                                      -----------
          Total stockholders' equity................   13,605,278
                                                      -----------
Total Liabilities and Stockholders' Equity..........  $16,388,996
                                                      ===========

See accompanying notes to consolidated financial statements.






                                     - 1 -


<PAGE>

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

                                        
                                  Thirteen Weeks            Six Months Ended
                               ----------------------  ------------------------ 
                                 July 4     June 28      July 4     June 28    
                                   1998       1997        1998        1997     
                               ----------  ----------  -----------  -----------
Net sales .................... $5,573,659  $4,986,288  $11,366,266   $9,261,443
                               ----------  ----------  -----------  -----------
Cost and expenses:
  Cost of sales ..............  3,031,727   2,601,083    6,249,579    4,976,190
  Selling, general and
    administrative ...........  1,661,518   1,672,155    3,358,213    3,103,833
  Research and development....    252,145     124,890      463,401      182,218
                               ----------  ----------  -----------  -----------
                                4,945,390   4,398,128   10,071,193    8,262,241
                               ----------  ----------  -----------  -----------

Operating income .............    628,269     588,160    1,295,073      999,202
Interest and other  
  income, net.................     16,573      20,940       29,315       47,644 
                               ----------  ----------  -----------  -----------
Income before income taxes ...    644,842     609,100    1,324,388    1,046,846
Provision for income taxes ...    236,000     231,000      488,000      391,000
                               ----------  ----------  -----------  -----------
Net income ................... $  408,842   $ 378,100  $   836,388  $   655,846
                               ==========  ==========  ===========  ===========

Net income per
  common share-basic .........       $.23       $ .22         $.48        $ .39
Net income per
  common share-diluted .......       $.22       $ .22         $.46        $ .38

Cash dividend per share of
  common stock ...............       $ -         $.09         $ -          $.18 
                                     ====        ====         ====        =====
Weighted average number of  
  shares outstanding:
  Basic ......................  1,756,350   1,681,938    1,746,816    1,673,306
  Diluted ....................  1,845,263   1,711,840    1,834,423    1,705,680
                                

See accompanying notes to consolidated financial statements.






                                      -2-
<PAGE>



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


                                                            Six Months Ended
                                                      -------------------------
                                                         July 4,     June 28, 
                                                           1998         1997   
                                                      ----------     ----------
Cash flows from operating activities:
  Net income .......................................    $836,388      $ 655,846
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization...................   401,663        428,831
      Deferred compensation ..........................   116,659         78,291
      Stock-based compensation expense ...............    67,300             -
      Changes in operating assets and liabilities:
        Accounts receivable...........................(1,186,031)      (794,349)
        Inventories................................... 1,075,572       (309,370)
        Other current assets..........................  (134,767)        12,452
        Deferred tax assets...........................    26,200             -
        Other assets..................................    21,952        (96,845)
        Accounts payable..............................   (81,358)       462,246
        Accrued liabilities...........................  (177,365)       336,223
        Income taxes payable..........................   188,155        189,827
        Deferred compensation.........................   (25,547)       (15,000)
                                                      ----------     ----------
Net cash provided by operating activities...........   1,128,821        948,152
                                                      ----------     ----------
Cash flows from investing activities:
  Purchase of capital assets.......................   (1,595,299)      (911,756)
  Proceeds from sales of capital assets............       12,775            750
  Purchases of available-for-sale securities.......           -        (125,371)
                                                      -----------    ----------
Net cash used in investing activities..............   (1,582,524)    (1,036,377)
                                                      -----------    ----------
Cash flows from financing activities:
  Proceeds from the issuance of common stock.......       98,708        205,658
  Payment of dividends.............................       (1,009)      (304,848)
                                                      -----------    ----------
Net cash provided by (used) in financing activities       97,699        (99,190)
                                                      -----------    ----------
Net decrease in cash and cash equivalents..........     (356,004)      (187,415)
Cash and cash equivalents at beginning of year.....    2,414,725      1,265,581 
                                                      -----------    ----------
Cash and cash equivalents at end of period.........   $2,058,721     $1,078,166 
                                                      ===========    ==========

Supplemental disclosures of cash flows information:                    
  Cash paid during the period for:
    Income taxes...................................   $  300,000        325,000
                                                      ==========     ==========

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 July 4, 1998 and its results of
operations and cash flows for the periods presented.

  B.    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.

  C.    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.

  D.    Dividends

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

     The Board announced on May 5, 1998, the declaration of a 10% stock dividend
payable on June 5, 1998 to  stockholders  of record on May 15, 1998.  Fractional
shares  were  cashed-out  and  payments  were  made to  stockholders  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.

                                      -4-
<PAGE>

                            MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  
  E.   Purchase of common stock by Officer and Director

     The Company  sold 20,000  shares of Common  Stock from its  treasury to the
Company's Chairman,  President and Chief Executive Officer,  Mason N. Carter, on
May 4, 1998 at a price of $12.75  per  share,  which  approximated  the  average
closing  price of the  Company's  Common Stock during the first quarter of 1998.
The Company extended a loan of $255,000 in connection with the purchase of these
shares  and  amended a prior  loan to Mr.  Carter of  $105,000.  Mr.  Carter has
contractually agreed to restrictions on the resale of these shares.

     The new  promissory  note for a total of  $360,000  is due May 4,  2003 and
interest  payments are due  quarterly,  calculated  at a variable  interest rate
based on the prime rate of the Company's  lending  bank.  Payment of the loan is
secured by the pledge of the shares of Common Stock purchased by Mr. Carter with
the proceeds of the loan.

     As a result of the amendment to the terms of principal  amortization of the
prior loan, the amount of $360,000 is reflected as a reduction of  stockholders'
equity in the balance  sheet.  The Company will record  compensation  expense of
approximately   $52,000  by  charging  to  operations  over  a  one-year  period
commencing  the date of the  transaction,  as Mr.  Carter is expected to perform
services throughout this time period.

  F.   Recent Accounting Pronouncements
 
     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 130, Reporting  Comprehensive Income ("SFAS
130"),  and Statement of Financial  Accounting  Standards  No. 131,  Disclosures
about  Segments of an Enterprise  and Related  Information  ("SFAS 131"),  which
could  require  the  Company to make  additional  disclosures  in its  financial
statements no later than for the year ending  January 2, 1999.  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.  SFAS 131  requires  disclosures  for each  segment  of a
business  and the  determination  of  segments  based  on a  company's  internal
management  structure.  The Company's management believes that the provisions of
SFAS 130 are not material to the disclosures made by the Company and a statement
of  comprehensive  income has not been  included in the  consolidated  financial
statements.  The Company's  management is still evaluating whether SFAS 131 will
require the Company to make any additional disclosures.


                                      -5-

<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
                                    -------------------------------------------
                                   Second Quarter            Year-to-date
                                  --------------------    ----------------------
                                  Thirteen Weeks Ended    Twenty-Six Weeks Ended
                                  --------------------    ----------------------
                                    July 4   June 28        July 4   June 28  
                                      1998     1997          1998     1997     
                                    -------  -------        -------  -------

Net sales.........................  100.0%   100.0%         100.0%   100.0%   
                                    -----    -----          -----    ----- 
Costs and expenses:
  Cost of sales...................   54.4     52.2           55.0     53.7     
  Selling, general and
    administrative................   29.8     33.5           29.5     33.5
  Research and development .......    4.5      2.5            4.1      2.0
                                    -----    -----          -----    -----
                                     88.7     88.2           88.6     89.2     
                                    -----    -----          -----    -----

Operating income .................   11.3     11.8           11.4     10.8    
Other income, net ................    0.3      0.4            0.3      0.5      
                                    -----    -----          -----    -----

Income before income taxes .......   11.6     12.2           11.7     11.3   

Provision for income taxes .......    4.2      4.6            4.3      4.2      
                                    -----    -----          -----    -----

Net income .......................    7.4%     7.6%           7.4%     7.1%   
                                    =====    =====          =====    ===== 


                                      -6-

<PAGE>



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

                           
     Quarter and six months  ended July 4, 1998  compared to the quarter and six
months ended June 28, 1997

     Results of operations  for the quarter  reflect  increases in: net sales of
$588,000 or 11.8%; operating income of $40,000 or 6.8%; net income of $31,000 or
8.2%; and diluted net income per share was unchanged at $.22. Six months results
of operations reflect increases in: net sales of $2,105,000 or 22.7%;  operating
income of  $296,000 or 29.6%;  net income of $180,000 or 27.4%;  and diluted net
income per share of $.08 or 21.1%.

     The net sales increase was partially  attributable to delivering  shipments
against a larger  firm  order  backlog  than in  comparable  periods in 1997 and
customers' order release dates that coincided with the Company's  production and
shipment schedules.  In adddition,  a customer service focus initiative caused a
reduction of manufacturing cycle-time.

     Orders  received  for the second  quarter of 1998 of  $3,583,000  decreased
$1,692,000  or 32.1%  compared  to that of the second  quarter of 1997,  and the
backlog of firm unfilled orders at July 4, 1998 decreased $1,790,000 or 18.4% to
$7,952,000  for the same end of quarter  comparisons.  Orders  received  for the
first six months of 1998 were  $9,560,000  and for  comparable  six months  time
periods  decreased  $1,212,000  or 11.3%.  Compared  to year-end  1997,  backlog
decreased $1,806,000 or 18.5%. The majority of this differential is attributable
to  delays  in  certain  new   satellite   constellation   programs,   satellite
manufacturers working down inventories,  and the timing of certain non-satellite
business.  This  trend  in  orders  is  not  expected  to  be  long-term.  It is
anticipated  that for the remainder of 1998 many of the satellite  programs that
have been delayed may translate into orders.

     As a result of the  increases in the quarter and six month net sales,  cost
of sales increased $431,000 or 16.6% for the quarter and $1,273,000 or 25.6% for
six months.  The primary  reason for the increase was the effect of the increase
in sales  revenue on cost of sales.  Cost of sales as a percentage  of net sales
increased 2.2% to 54.4% for the quarter and 1.3% to 55.0% for six months.  These
increases  are due to a  compensation  increase  to the hourly  workforce  which
became effective mid-year 1997, and additional manufacturing personnel that were
hired for the Costa Rica  manufacturing  facility to  concentrate  on  improving
delivery  performance  by reducing  the number of late ship days in the backlog.

     Selling,  general and administrative expenses decreased $10,000 or 0.6% for
the  quarter and  increased  $254,000  or 8.2% for six  months,  although  these
expenses when expressed as a percentage of net sales decreased 3.7% to 29.8% for
the quarter and 4.0% to 29.5% for six months.  Increases  in selling  costs were
related to additional  sales  commissions  due to the increase in sales revenue.
The  opening,  support  and  staffing of a European  sales  office also added to
higher selling costs.  General and administrative  expenses partially  increased
due to compensation costs related to the hiring of additional administrative and
marketing personnel and higher  compensation  expense resulting from last year's
mid-year merit increases to certain employees.




                                      -7-


<PAGE>

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

     Research and  development  expenses for new products  were $252,000 for the
second  quarter and $463,000  for the six months,  increases of $127,000 or 102%
and $281,000 or 154% compared to $125,000 and $182,000  reported for  comparable
1997  periods.  Research  and  development  expenses in the prior year have been
reclassified to conform to the current presentation.

     Net income increased  $31,000 or 8.1% to $409,000 for the second quarter of
1998  compared  to $378,000  reported in 1997.  Diluted net income per share was
$.22, on a 7.8% increase in the number of weighted average diluted common shares
outstanding,  compared to the per share  amount of $.22  reported for the second
quarter of the prior year. The diluted  weighted average number of common shares
outstanding  increased  by 133,000  shares or 7.8% for the second  quarter,  and
increased  by 129,000  shares or 7.5% for the first six months,  compared to the
second quarter and first six months of the prior year. These increases  resulted
from common  stock  issued  during the second half of 1997 from the  exercise of
stock  options,  common stock issued in 1998 from the exercise of stock  options
and sale of stock from the  treasury,  and the  increase in dilutive  securities
arising from higher average stock prices during the second quarter and the first
six months of 1998.

Liquidity and Capital Resources

     The Company's  financial condition remained strong throughout the first six
months of 1998.  The Company  had liquid  resources  comprised  of cash and cash
equivalents  (including  investments in  available-for-sale  securities in 1997)
totaling approximately  $2,100,000 compared to approximately $2,400,000 in 1997.
The Company's working capital was approximately $8,600,000 and its current ratio
was 4.7 at the end of the first six months 1998 compared to $8,000,000  and 4.0,
respectively, in 1997.

     The Company's  operating  activities  generated cash flows of $1,129,000 in
the first six months of 1998 compared to $948,000 in 1997.  Primary  reasons for
the  increase in  operating  cash flows in 1998 are higher  first six months net
income and a decrease in inventories of $1,076,000 which was partially offset by
an increase in accounts receivable of $1,186,000 as a result of higher first six
months 1998 net sales.  The Company made net investments in property,  plant and
equipment of  $1,583,000 in the first six months of 1998 compared to $911,000 in
1997.

     The Company paid cash  dividends of $305,000 in 1997 at the quarterly  rate
of $.091  per  share  (previously  $.10 per  share,  adjusted  for the 10% stock
dividend).  The cash  dividend  was  eliminated  by a  decision  of the Board of
Directors (the "Board") on August 28, 1997.  The Board approved the  declaration
of a 10% stock  dividend  to  stockholders  of record on May 15,  1998 which was
distributed and payments made for fractional shares made on June 5, 1998.

     




                                      -8-


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


Liquidity and Capital Resources (continued)

     The Company has entered  into a $7,000,000  revolving  credit and term loan
agreement with Summit Bank, at one-half  percent below the bank's floating prime
rate. Up to $2,500,000 of borrowings may be used for capital  expenditures under
the term loan.  The full line is  available  for future  borrowing  needs of the
Company for working capital and general corporate purposes.

     Management  believes that with the liquid  resources and the unused line of
credit  available,   along  with  cash  flows  expected  to  be  generated  from
operations,   the  Company  will  have   sufficient   resources   for  currently
contemplated operations in 1998.

     The Company's  manufacturing  subsidiary in Costa Rica began  operations in
the second  half of 1996.  In January  1998,  the  subsidiary  moved to a larger
17,000 square-foot facility and has recently obtained ISO 9002 certification.

     The  Company's  capital   expenditures  for  new  projects  and  production
equipment are anticipated to exceed its depreciation  and amortization  expenses
in 1998.  The  Company  has issued  purchase  order  commitments  to  processing
equipment  manufacturing vendors for approximately $600,000 of capital equipment
and building  improvements.  The Company anticipates that such equipment will be
purchased and become operational and building improvements  completed during the
second half of 1998.

     The Company was  authorized by the Board on November 1, 1996 to purchase up
to 100,000 shares of its common stock,  depending on market conditions,  and has
purchased  4,100  shares to date  under such  authorization.  There have been no
repurchases of common stock during 1997 or 1998.

     Periodically,  the Company  explores the  possibility of acquiring  similar
manufacturers of electronic devices or companies in related fields,  although it
currently has no definitive  plans or agreements.  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.
                                     

                                       -9-
<PAGE>
Year 2000

     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 Year 2000  compliance
before the end of 1998. Beginning in 1998, existing mission-critical software is
being revised to process dates for 1999 and beyond without any disruption to the
business.  Software  revisions are being 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.

Recent Accounting Pronouncements

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 130, Reporting  Comprehensive Income ("SFAS
130"),  and Statement of Financial  Accounting  Standards  No. 131,  Disclosures
about  Segments of an Enterprise  and Related  Information  ("SFAS 131"),  which
could  require  the  Company to make  additional  disclosures  in its  financial
statements no later than for the year ending  January 2, 1999.  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.  SFAS 131  requires  disclosures  for each  segment  of a
business  and the  determination  of  segments  based  on a  company's  internal
management  structure.  The Company's management believes that the provisions of
SFAS 130 are not material to the disclosures made by the Company and a statement
of  comprehensive  income has not been  included in the  consolidated  financial
statements.  The Company's  management is still evaluating whether SFAS 131 will
require the Company to make any additional disclosures.  
                       
Forward-looking statements

     Certain statements in this quarterly report are forward-looking  statements
based  on  current  management   expectations  and  are  subject  to  risks  and
uncertainties.  Factors  that could  cause  future  results to differ from these
expectations  include  general  economic  and industry  conditions,  competitive
products  and  pricing  pressures,  risks  relating to  governmental  regulatory
actions in  communications  and defense  programs,  and  inventory  risks due to
technological innovation.  Additional factors to which the Company's performance
is subject are described in the  Company's  reports filed from time to time with
the Securities and Exchange Commission.

                                      -10-
<PAGE>

PART II. OTHER INFORMATION


     Item 2. Changes in Securities and Use of Proceeds

     On May 4, 1998,  the Company  sold 20,000  shares of Common  Stock from its
treasury to Mr. 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).  In
connection with the sale of these shares, the Company extended Mr. Carter a loan
of $255,000 and amended a prior loan of $105,000 to Mr. Carter. A new promissory
note for a total of  $360,000,  due May 4, 2003 was  executed  by Mr.  Carter in
favor of the Company and the loan is secured by a pledge of the 20,000 shares of
Common Stock  purchased by Mr. Carter with the proceeds of the loan. 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.  See Note E of the  notes  to  consolidated  financial
statements.

 
     Item 4. Submission of Matters to a Vote of Security Holders

         (a)  Date of Meeting: May 20, 1998 Annual Stockholders Meeting

         (b)  Election of six (6) Directors
 
                                                 Elected
                                      -------------------------------
                                           For              Withheld
                                      ------------         ----------
              Mason N. Carter           1,496,688            19,000
              Albert H. Cohen           1,491,522            24,166
              Joel H. Goldberg          1,492,372            23,316
              Frederick J. Gumm (*)     1,492,372            23,316
              Eugene W. Niemiec         1,496,181            19,507
              Arthur A. Oliner          1,496,181            19,507
 
                                          For        Against        Abstain
                                       --------      -------        -------
         (c)  Approve appointment of
              independent auditors     1,492,428     20,460          2,800

              Proposition was approved

         (*) Note: Mr. Frederick J. Gumm passed away in July 1998.


 





                              

                                        -11-

<PAGE>

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

    (a) Exhibits:

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

     10  (a) Amended and Restated Employment Agreement between the Company
             and Mason N. Carter dated as of January 1, 1998.*

     10  (b) Stock Purchase Agreement dated as of May 4, 1998 between the
             Company and Mason N. Carter.*

     10  (c) Amended and Restated Pledge Agreement dated as of May 4, 1998
             between the Company and Mason N. Carter.*

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

     10  (e) Registration Rights Agreement dated as of May 4, 1998 between the
             Company and Mason N. Carter.*
 
     11      Statement re: Computation of earnings per share.

     27      Financial Data Schedule for the Six Months Ended July 4, 1998.


    (b)      Reports on Form 8-K.

             A Current  Report on Form 8-K was filed on April  20,  1998  
             reporting  the Company's Amendment to its By-laws.

             A Current Report on Form 8-K was filed on May 5, 1998 reporting 
             the Company's results of operations for the first quarter 1998,  
             and the declaration of a 10% stock dividend.

             A Current Report on Form 8-K was filed on June 10, 1998 reporting 
             the Company's introduction of its Multi-Mix[TM] Microtechnology.

             An Amended Current Report on Form 8-K/A was filed on June 11, 1998 
             correcting the press release which was attached as Exhibit 20 to 
             the Current Report on Form 8-K filed on June 10, 1998.

             A Current Report on Form 8-K was filed on August 6, 1998 reporting 
             the Company's results of operations for the second quarter and six
             months 1998.

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

 

                                      -12-
<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: August 14, 1998            By: /s/ Mason N. Carter
                                         -------------------------------------
                                         Mason N. Carter             
                                         Chairman, President and 
                                         Chief Executive Officer
                                           

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


                                      -13-