<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 September 30, 2000    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 November 8, 2000
-----------------------------                 ---------------------------------
Common Stock ($.50 par value)                             2,563,001






<PAGE>


PART I.     FINANCIAL INFORMATION

ITEM 1.     Financial Statements

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

                                                    September 30,   January 1,
                                                         2000         2000
                                                    -------------  -----------
                                                      (Unaudited)   (Audited)
                                                    -------------  -----------
ASSETS
------
Current assets:
  Cash and cash equivalents .......................   $ 1,342,564  $ 1,108,141
  Accounts receivable, net.........................     4,484,213    3,774,796
  Inventories .....................................     3,799,142    2,913,423
  Income tax refund receivable.....................       299,425      427,330
  Other current assets ............................       425,023      386,507
  Deferred tax assets .............................       744,000      744,000
                                                      -----------  -----------
      Total current assets ........................    11,094,367    9,354,197
                                                      -----------  -----------
Property, plant and equipment .....................    21,282,771   19,213,264
  Less accumulated depreciation ...................    12,468,806   11,337,477
                                                      -----------  -----------
    Property, plant and equipment, net.............     8,813,965    7,875,787
Other assets ......................................       556,829      563,507
Goodwill, net......................................     2,800,766    3,047,623
                                                      -----------  -----------
      Total Assets ................................   $23,265,927  $20,841,114
                                                      ===========  ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------
Current liabilities:
  Current portion of long-term debt ...............   $   624,529  $ 2,627,267
  Accounts payable ................................     2,159,587    1,164,584
  Accrued liabilities .............................     1,273,323    1,311,791
  Income taxes payable.............................       263,073          -
                                                      -----------  -----------
      Total current liabilities ...................     4,320,512    5,103,642
Long-term debt, net of current portion ............     1,598,912    1,769,447
Deferred compensation .............................       196,366      234,734
Deferred tax liabilities ..........................       232,000      232,000
                                                      -----------  -----------
      Total liabilities ...........................     6,347,790    7,339,823
                                                      -----------  -----------
Shareholders' equity:
  Common stock, par value $.50 per share:
    Authorized:  5,000,000 shares
    Issued:  2,760,122 and 2,698,309 shares .......     1,380,061    1,349,154
  Additional paid-in capital ......................    11,745,465   11,256,532
  Retained earnings ...............................     9,286,772    9,192,310
  Accumulated comprehensive income (loss)..........       (60,850)     142,589
                                                      -----------  -----------
                                                       22,351,448   21,940,585
  Less treasury stock, at cost:
    568,904 and 958,904 shares ....................    (4,793,311)  (8,079,294)
  Less loan to officer-shareholder ................      (640,000)    (360,000)
                                                      -----------  -----------
     Total shareholders' equity ...................    16,918,137   13,501,291
                                                      -----------  -----------
     Total Liabilities and Shareholders' Equity ...   $23,265,927  $20,841,114
                                                      ===========  ===========


See accompanying notes.



                                     - 1 -


<PAGE>

                              MERRIMAC INDUSTRIES, INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                             and COMPREHENSIVE INCOME
                       -------------------------------------
                                   (Unaudited)
                                   -----------
<TABLE>
<CAPTION>


                                                            Quarter Ended           Nine Months Ended
                                                       -----------------------    -----------------------
                                                       September 30, October 2,  September 30, October 2,
                                                         2000         1999          2000         1999
OPERATIONS                                             -----------------------   ------------------------
<S>                                                    <C>         <C>            <C>         <C>
Net sales ...................................          $6,437,186   $5,328,250   $16,297,983  $15,192,026
                                                       ----------   ----------   -----------  -----------
Costs and expenses:
  Cost of sales .............................           3,302,496    2,694,482     8,343,319    7,847,373
  Selling, general and administrative .......           2,230,958    1,781,770     5,948,119    4,962,339
  Research and development ..................             483,877      577,410     1,332,658    1,523,728
  Amortization of goodwill...................              41,563       39,340       119,557       90,914
  Restructuring charge.......................                  -           -         315,000           -
                                                        ---------   ----------   -----------  -----------
                                                        6,058,894    5,093,002    16,058,653   14,424,354
                                                       ----------   ----------   -----------  -----------

Operating income.............................             378,292      235,248       239,330      767,672
Interest and other expense, net .............               9,148       65,540       114,868      145,079
                                                       ----------   ----------   -----------  -----------
Income before income taxes ..................             369,144      169,708       124,462      622,593
Provision for income taxes ..................             150,000       60,000        30,000      218,000
                                                       ----------   ----------   -----------  -----------
Net income...................................          $  219,144   $  109,708   $    94,462  $   404,593
                                                       ==========   ==========   ===========  ===========

Net income per common share:
  Basic......................................               $ .10         $.06         $ .05        $ .23
                                                            =====         ====         =====        =====
  Diluted....................................               $ .09         $.06         $ .04        $ .23
                                                            =====         ====         =====        =====
Weighted average number of
 shares outstanding:
  Basic......................................           2,186,015    1,741,327     2,021,057     1,749,739
                                                       ==========   ==========     =========     =========
  Diluted....................................           2,379,028    1,771,825     2,171,314     1,776,321
                                                       ==========   ==========     =========     =========
COMPREHENSIVE INCOME

Net income...................................          $  219,144   $  109,708     $  94,462     $ 404,593
Other comprehensive income, net of tax:
  Foreign currency translation adjustments...             (87,694)     (37,464)     (203,439)      (31,733)
                                                       ----------   ----------     ---------     ---------
Comprehensive income (loss)..................          $  131,450   $   72,244     $(108,977)     $372,860
                                                       ==========   ==========     =========     =========
</TABLE>
See accompanying notes.



                                      -2-


<PAGE>



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

                                                        Nine Months Ended
                                                     --------------------------
                                                     September 30,   October 2,
                                                         2000           1999
                                                     ------------    ----------
Cash flows from operating activities:
  Net income......................................... $   94,462     $  404,593
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization..................  1,365,693      1,164,823
      Amortization of goodwill ......................    119,557         90,914
      Deferred compensation .........................      9,904         12,261
      Changes in operating assets and liabilities
       net of acquisition in 1999:
        Accounts and income taxes receivable.........   (580,528)       631,964
        Inventories..................................   (885,720)      (306,973)
        Other current assets.........................    (38,506)      (247,757)
        Deferred tax assets..........................         -          (1,000)
        Other assets.................................      5,694        (23,594)
        Accounts payable.............................    994,993         57,421
        Accrued liabilities..........................    147,032       (334,758)
        Income taxes payable.........................    263,074        234,546
        Deferred compensation........................   (233,772)      (238,468)
        Loan to officer-shareholder..................   (280,000)            -
                                                      ----------     ----------
Net cash provided by operating activities............    981,883      1,443,972
                                                      ----------     ----------
Cash flows from investing activities:
  Purchase of capital assets......................... (2,321,781)    (1,716,694)
  Proceeds from sales of capital assets..............     17,909             -
  Acquisition of business............................         -      (4,673,794)
  Cash acquired with acquisition.....................         -         203,323
                                                      ----------     ----------
Net cash used in investing activities................ (2,303,872)    (6,187,165)
                                                      ----------     ----------
Cash flows from financing activities:
  Borrowing under term loan..........................         -       2,500,000
  Borrowing under revolving credit facility..........         -       2,500,000
  Borrowing under lease facility.....................    343,500             -
  Debt assumed with acquisition......................         -         451,126
  Repayment of borrowings............................ (2,516,772)    (1,466,290)
  Proceeds from the issuance of common stock, net....  3,277,548             -
  Proceeds from the exercise of stock options........    528,275         35,397
  Repurchase of common stock for the treasury .......         -        (345,423)
                                                      ----------     ----------
Net cash provided by financing activities............  1,632,551      3,674,810
                                                      ----------     ----------
Effect of exchange rate changes......................    (76,139)       (13,009)
                                                      ----------     ----------
Net increase (decrease) in cash and cash equivalents.    234,423     (1,081,392)
Cash and cash equivalents at beginning of year.......  1,108,141      1,852,666
                                                      ----------     ----------
Cash and cash equivalents at end of period........... $1,342,564     $  771,274
                                                      ==========     ==========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Income taxes..................................... $   41,000     $  139,000
                                                      ==========     ==========
    Loan interest.................................... $  209,441     $  220,224
                                                      ==========     ==========

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 September 30, 2000 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 January
1, 2000.  Certain prior year amounts have been  reclassified in order to conform
to current-year presentation.

B.   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 of
approximately $4,700,000, which included $203,000 cash acquired and included the
assumption  of $451,000  existing  indebtedness,  was  financed by  utilizing an
existing  unused credit  facility.  The  acquisition has been 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 $3,179,000 recorded as goodwill
which is being amortized over 20 years.

     The  unaudited  pro forma  combined  results  for the  comparative  period
presented  for 1999,  as if FMI had been  acquired at the  beginning of
1999, are estimated to be as follows:
<TABLE>
<CAPTION>
                                     Nine Months Ended
                                     -----------------
                                          October 2,
                                            1999
                                     -----------------
     <S>                                 <C>
     Net sales........................   $15,822,000
     Net income.......................       364,000
     Diluted net income per share.....          $.20

</TABLE>

     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.

C.   Inventories

     Inventories consist of the following:
                                              September 30,        January 1,
                                                  2000               2000
                                              ------------        -----------
     Finished goods ......................     $  393,899         $  666,186
     Work in process .....................      1,798,737          1,004,037
     Raw materials and purchased parts ...      1,606,506          1,243,200
                                               ----------         ----------
     Total                                     $3,799,142         $2,913,423
                                               ==========         ==========

     Total  inventories  are net of valuation  allowances  for  obsolescence  of
$1,307,000 at September 30, and $1,166,000 at January 1, 2000.



                                       -4-
<PAGE>


                           MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


D.   Net income (loss) 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 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.

E.   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. The Company has determined that
the  components of other  comprehensive  income  impacting the Company  consists
primarily of foreign currency translation adjustments.

F.   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.

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 on June 5, 1998)  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, with interest payments
due quarterly (except as provided below), calculated at a variable interest rate
based on the prime rate of the  Company's  lending  bank,  was  executed  by Mr.
Carter in favor of the Company.  Payment of interest  accrued from November 1998
until November 1999, however,  will be deferred until the end of the term of the
new promissory note.  Payment of the loan is secured by the pledge of the 33,000
shares of Common Stock that were  purchased  by Mr.  Carter with the proceeds of
the loans. 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.



                                      -5-


<PAGE>



                           MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The  Company  is  party  to an  employment  agreement  with  its  Chairman,
President and Chief Executive Officer  ("executive") that provides him a minimum
annual salary of $240,000.  The initial term of the  agreement  ends on December
31, 2002 and automatically renews for successive twelve-month periods thereafter
unless terminated pursuant to the terms of the agreement.

     The  Company's  Board of Directors  and the  executive  agreed to amend the
employment agreement effective August 31, 2000, by extending the initial term of
the agreement by five years to December 31, 2007,  with  automatic  twelve-month
periods  thereafter.  In connection  with the agreement  amendment,  the Company
loaned the executive  $280,000 with interest  calculated at a variable  interest
rate based on the prime rate of the Company's lending bank, payable annually. In
addition,  the executive  will receive an annual  special bonus on the next five
anniversaries  of the  agreement  amendment's  effective  date,  in the  form of
forgiveness of a portion of the principal of and the interest on the loan.  Each
special bonus shall be in the sum of (i) $56,000 and (ii) an amount equal to the
accrued interest on the loan, which should  aggregate  approximately  $82,000 in
the next fiscal year.

H.   Current and Long-term debt

     The Company was obligated under the following debt instruments at September
30 and January 1, 2000:
<TABLE>
<CAPTION>
                                                                 September 30,   January 1,
                                                                      2000           2000
                                                                   ----------    ----------

<S>                                                               <C>           <C>
     Summit Bank:
     Revolving credit facility, interest 1/2% below prime,
          due September 2000.....................................  $       -     $2,000,000
     Term loan, interest 1/2% below prime, due December 2003.....   1,666,667     2,041,667
     The Bank of Nova Scotia:
     Equipment loans, interest prime plus 1%, due November 2000..       6,700        56,042
     Capital leases, interest 7.0%, due October 2003.............     227,824       299,005
     Capital leases, interest 8.7%, due May 2005.................     322,250            -
                                                                   ----------    ----------
                                                                    2,223,441     4,396,714
     Less current portion........................................     624,529     2,627,267
                                                                   ----------    ----------
     Long-term portion...........................................  $1,598,912    $1,769,447
                                                                   ==========    ==========
</TABLE>


     The Company has entered  into a $7,000,000  revolving  credit and term loan
agreement  with Summit Bank. Up to $4,500,000  was available as of September 30,
2000 for future borrowing needs of the Company.

     The Company has extended  its  revolving  credit  facility due date to June
2001. The full amount  outstanding of the revolving  credit  facility was repaid
April 7, 2000.

     The term loan is secured by  $2,500,000 of tangible  personal  property and
the equipment loans are covered by a general security  agreement.  The revolving
credit facility is unsecured.

     At September 30 and January 1, 2000,  the fair value of the Company's  debt
approximates  carrying value. The fair value of the Company's  long-term debt is
estimated based on current interest rates.

     Capital leases included in property, plant and equipment have a depreciated
cost of approximately $426,000 at September 30 and $138,000 at January 1, 2000.


                                       -6-


<PAGE>

                           MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


I.  Restructuring and related charges

     As a result of accelerating the transfer of increased levels and complexity
of production to the Company's Costa Rica  manufacturing  facility,  the Company
implemented  a reduction of its  workforce  and provided  severance  benefits to
certain employees during the first quarter of 2000. The restructuring charge for
the first  quarter of 2000 was  $315,000,  and  charges  net of tax  benefits of
$189,000 or $.10 per diluted share. The reduction in workforce  affected fifteen
persons,  primarily  electronic  components  manufacturing  labor,  and the full
amount of the restructuring charge has been paid.

J.   Stock Purchase and Exclusivity Agreement

     The Company  entered  into a stock  purchase and  exclusivity  agreement on
April 7, 2000 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  Company  Common  Stock  from  its  treasury,   representing
approximately  17.5% of the  Company's  outstanding  common  stock after  giving
effect to the sale,  for an aggregate  cash 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(TM) 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  and that the Company will generally be the
priority  supplier for such products.  Accordingly,  Ericsson will receive first
priority on all  Multi-Mix(TM)  resources of the Company and will have  priority
access to FMI's proprietary technology and manufacturing capabilities.

     In connection with EHI's purchase of Company 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.


K.   Subsequent event

     On October 26, 2000, the Company entered into  subscription  agreements for
common stock and warrants  with each of three groups of investors  including (i)
investors  led by Adam  Smith  Investment  Partners,  L.P.  and  certain  of its
affiliates (the "Adam Smith  Investors"),  (ii) Ericsson Holding  International,
B.V.  ("EHI") and (iii) three  members of the board of  directors of the Company
(the "Director Investors"). Pursuant to the subscription agreements, The Company
sold to the investors  units at a price of $12.80 per unit, each unit consisting
of one  share of common  stock of the  Company  and one  three-year  warrant  to
purchase  one  additional  share of common stock of the Company with an exercise
price of $21.25  ("Units").  Pursuant to the subscription  agreements,  the Adam
Smith Investors  purchased  240,000 Units,  EHI purchased  100,000 Units and the
Director  Investors  purchased  20,000 Units,  the common stock portion of which
representing  approximately  14% of the  outstanding  stock of the Company after
giving effect to the sales, for an aggregate cash price of $4,608,000.

     In  connection  with the  purchase by the Adam Smith  Investors  and EHI of
Merrimac  common stock and warrants,  the Company,  the Adam Smith Investors and
EHI also entered into  registration  rights  agreements  which  provide the Adam
Smith Investors and EHI each with two demand registrations at any time following
October 26, 20


                                       -7-

<PAGE>


                            MERRIMAC INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


L.   Pro forma weighted average number of common shares outstanding

     Had the sales of  375,000  shares of  Company  Common  Stock on April 7 and
360,000 Units on October 26, 2000 referred to in Notes J. and K. occurred at the
beginning of the year, the pro forma basic and diluted  weighted  average number
of common shares outstanding would have been:

                                     Quarter      Nine Months
                                  ---------------------------
                                    Ended September 30, 2000
                                  ---------------------------

Basic:
Actual                            2,186,015        2,021,057
Sales of:
Common stock, April 7, 2000             -            131,868
Units, October 26, 2000 (a)         360,000          360,000
                                  ---------        ---------
Basic - pro forma                 2,546,015        2,512,925
Effect of dilutive securities-
Stock options                       193,013          150,257
                                  ---------        ---------
Diluted - pro forma               2,739,028        2,663,182
                                  =========        =========

(a) There is no pro forma  dilutive  impact from the common stock  warrants
included in the Units, as the warrant  exercise price of $21.25 exceeds the per
share market value of the Company's common stock.


M.   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.  In June 1999,  the Financial
Accounting  Standards  Board issued  Statement of  Accounting  Standards No. 137
"Accounting for Derivative  Instruments and Hedging  Activities-Deferral  of the
Effective  Date of FASB  Statement  No. 133 an amendment of FASB  Statement  No.
133," which  defers  implementation  of  Statement  No. 133 until  fiscal  years
beginning  after June 15, 2000.  The Company has reviewed  Statement No. 133 and
has not yet  determined  the impact,  timing of or method to be used in adopting
this statement.



                                      -8-


<PAGE>





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


                         STATEMENT OF OPERATIONS SUMMARY
                         -------------------------------
                                   (Unaudited)
                                   -----------


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

<TABLE>
<CAPTION>


                                                     Percentage of Net Sales    Percentage of Net Sales
                                                    ------------------------    --------------------------
                                                         Third  Quarter               Year to Date
                                                    ------------------------    --------------------------
                                                      Thirteen Weeks Ended        Nine Months Ended
                                                    ------------------------    --------------------------
                                                    September 30, October 2,     September 30,  October 2,
                                                          2000       1999          2000        1999
                                                         ------     ------        ------      ------
<S>                                                     <C>        <C>           <C>          <C>
Net sales....................................            100.0%     100.0%        100.0%      100.0%
                                                         ------     ------        ------      ------
Costs and expenses:
  Cost of sales..............................             51.3       50.6          51.2        51.7
  Selling, general and administrative........             34.7       33.4          36.5        32.6
  Research and development...................              7.5       10.8           8.2        10.0
  Amortization of goodwill...................               .6         .8            .7          .6
  Restructuring charge.......................               -          -            1.9          -
                                                         ------     ------        ------      ------
                                                          94.1       95.6          98.5        94.9
                                                         ------     ------        ------      ------

Operating income.............................              5.9        4.4           1.5         5.1
Interest and other expense, net..............               .2        1.2            .7         1.0
                                                         ------     ------        ------      ------

Income before income taxes...................              5.7        3.2            .8         4.1
Provision for income taxes...................              2.3        1.1            .2         1.4
                                                         ------     ------        ------      ------

Net income...................................              3.4%       2.1%           .6%        2.7%
                                                         ======     ======        ======      ======

</TABLE>


                                      -9-

<PAGE>

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

     Third  quarter  and nine months  2000  compared  to third  quarter and nine
months 1999

     Consolidated  results of  operations  for the third  quarter 2000 reflect a
20.8%  increase  in net sales of  $1,109,000  to  $6,437,000  and an increase in
operating  income of $143,000 to  $378,000.  Net income of $219,000 was recorded
for the third quarter 2000  compared to $110,000  reported for the third quarter
of the prior year.  Diluted net income per share was $.09 for the third  quarter
2000  compared  to diluted net income per share of $.06  reported  for the third
quarter of the prior year.

     Consolidated  results  of  operations  for the  first  nine  months of 2000
reflected an increase in net sales of  $1,106,000 to  $16,298,000  and operating
income of  $239,000,  after a  restructuring  charge of  $315,000,  compared  to
operating  income of $768,000  for the first nine months of the prior year.  Net
income of $94,000  was  recorded  for the first nine  months of 2000,  after the
$189,000 net effects of the first quarter  restructuring  charge.  Net income of
$405,000 was  reported for the first nine months of the prior year.  Diluted net
income  per share for the first  nine  months of 2000 was $.04,  reflecting  the
first quarter restructuring charge of $.09 per diluted share. Diluted net income
per share of $.23 was reported for the first nine months of the prior year.

     The increase in third quarter 2000 consolidated net sales of $1,109,000 was
attributable  to an increase in electronic  components  shipments of $576,000 or
11.9%,  resulting  from a higher  firm  order  backlog  that  existed  as of the
beginning of this fiscal quarter,  and an increase in microwave  micro-circuitry
product  net  sales  from  the  Company's  Filtran  Microcircuits  Inc.  ("FMI")
subsidiary of $533,000 or 49.7% over net sales  reported in the third quarter of
the prior year.

     The increase in  consolidated  net sales of  $1,106,000  for the first nine
months of 2000 was partly  attributable to a reduction in electronic  components
shipments of $750,000 or 5.9%,  resulting from a smaller firm order backlog that
existed  as of the  beginning  of this  fiscal  year,  which  was  offset by the
inclusion of microwave micro-circuitry product net sales of $4,345,000 from FMI,
which was acquired on February 25, 1999, an increase of  $1,856,000  compared to
the net sales  amount of  $2,489,000  included  in the results of the first nine
months of the prior year from the date of FMI's acquisition.

     Orders of $7,345,000  were received for the third quarter 2000, an increase
of $2,900,000 or 65.2%  compared to $4,445,000 in orders  received for the third
quarter of 1999.  Third  quarter 2000 sales orders  included  $1,372,000  in new
orders  for  FMI.  The  backlog  at the  end  of  the  third  quarter  2000  was
$11,747,000,  an increase of  $5,629,000  or 92.0% over  year-end  1999,  and an
increase  of  $3,773,000  or 47.3.0%  when  compared to the third  quarter  1999
backlog.  Orders  received  during the third  quarter were 14.1% above the third
quarter  2000 sales  level.  Orders  received  for the first nine months 2000 of
$21,927,000  increased  $4,928,000 or 29.0%  compared to  $16,999,000  in orders
received for the first nine months of 1999,  which exceeded the nine months 2000
sales  level by 34.5%.  Sales  orders for the first nine  months  2000  included
$5,817,000 in new orders for FMI.


                                       -10-
<PAGE>



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


     Cost of sales increased $608,000 or 22.6%, and as a percentage of net sales
increased  0.7% to 51.3% for the third quarter  2000.  The increase in quarterly
cost of sales is  primarily  related to the  increase in sales  volume.  For the
first nine months  2000,  cost of sales  increased  $496,000  or 6.3%,  and as a
percentage of net sales  decreased  0.5% to 51.2%.  Additional  reductions  were
achieved from manufacturing  efficiencies  attributable to a reduction in direct
labor  and  manufacturing  overhead  costs,  partly  related  to the  increasing
transfer  of  production  to the Costa Rica  manufacturing  facility,  and other
manufacturing   cost   improvements   resulting  from  the  first  quarter  2000
restructuring. Depreciation expense increased $67,000 for the third quarter 2000
and $201,000  for the first nine months of 2000  resulting  from higher  capital
equipment  purchases  in the  current  and  prior  years  and the  inclusion  of
depreciation expense from FMI.

     Gross profit for the electronic  components segment of $2,316,000 was 47.7%
of  segment  net sales of  $4,832,000  in the third  quarter  2000  compared  to
$2,148,000,  which was 50.5% of  segment  net sales of  $4,256,000  in the third
quarter of 1999. The  percentage of gross profit margin  declined 2.8 percentage
points  although the gross profit amount  increased  $168,000 or 7.8% because of
the  increase  in  this  segment's   sales.   Gross  profit  for  the  microwave
micro-circuitry  segment  was  $819,000  or  51.0  % of  segment  net  sales  of
$1,605,000  in the third  quarter 2000  compared to $486,000 or 45.4% of segment
net  sales of  $1,072,000  in the  third  quarter  of 1999,  resulting  from the
increase in this segment's sales.

     Gross profit for the electronic  components segment of $5,873,000 was 48.9%
of segment net sales of  $11,953,000  for the first nine months 2000 compared to
$6,249,000,  which was 49.2% of segment  net sales of  $12,703,000  in the first
nine months of 1999.  The  percentage  of gross  profit  margin  declined by 0.3
percentage  points,  and the gross  profit  amount  decreased  $376,000  or 6.0%
because of the decline in sales. Gross profit for the microwave  micro-circuitry
segment  was  $2,082,000  or 47.9 % of segment net sales of  $4,345,000  for the
first nine months of 2000  compared to  $1,096,000 or 44.0% of the 1999 period's
segment net sales of $2,489,000 included in the results of the first nine months
of 1999 from the date of FMI's acquisition.

     Selling,  general and  administrative  expenses of $2,231,000 for the third
quarter 2000 increased  $449,000 or 25.2%, and when expressed as a percentage of
net sales,  increased  1.3% to 34.7%.  These  increases  included an increase of
$100,000  from FMI to $279,000 for the third  quarter 2000  compared to $179,000
that was included in third quarter of 1999,  increased sales commission expenses
and other  increases  that were  related to new product  samples  activity,  and
higher  selling and  marketing  expenses in  connection  with the  Company's new
Multi-Mix(TM) Microtechnology product line.

     Selling,  general and  administrative  expenses of $5,948,000 for the first
nine months 2000 increased $986,000 or 19.9%, and when expressed as a percentage
of net sales,  increased 3.9% to 36.5%.  These increases included an increase of
$316,000  from FMI to  $728,000  for the first  nine  months  2000  compared  to
$412,000  included in the results of the first nine months of 1999 from the date
of FMI's  acquisition,  resulting from increased sales  commission  expenses and
other  increases that were related to new product samples  activity,  and higher
selling  and   marketing   expenses  in   connection   with  the  Company's  new
Multi-Mix(TM) Microtechnology product line.


                                      -11-
<PAGE>



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


     Amortization   expense  of  $42,000  for  the  third  quarter  of  2000  is
attributable  to goodwill  arising from the  acquisition  of FMI, which is being
amortized on a straight-line  basis over a life of twenty years compares to last
year's quarterly  expense.  Amortization  expense of $120,000 for the first nine
months  of  2000   compares  to  last  year's  short   post-acquisition   period
amortization expense of $91,000.

     Research and  development  expenses for new products  were $484,000 for the
third quarter 2000, a decrease of $94,000 or 16.2% compared to the third quarter
of the  prior  year.  Except  for  $78,000  at  FMI,  most of the  research  and
development  expenses  were  for  Multi-Mix(TM)  Microtechnology.  Research  and
development  expenses for new products were $1,333,000 for the first nine months
2000,  a decrease of $191,000 or 12.5%  compared to the first nine months of the
prior year.  Except for $237,000 at FMI,  most of the  research and  development
expenses were for Multi-Mix(TM) Microtechnology.

     The operating loss for the electronic components segment was $43,000 in the
third quarter 2000  compared to operating  income of $104,000 or 2.5% of segment
net sales in the third  quarter  of 1999.  Operating  income  for the  microwave
micro-circuitry  segment  was  $421,000  or 26.2% of this  segment's  net  sales
compared to operating income of $131,000 or 12.2% in the third quarter of 1999.

     The restructuring charge of $315,000 relates to severance and certain other
costs incurred for the  termination of fifteen  persons during the first quarter
of fiscal  2000,  of which  $296,000  was related to the  electronic  components
segment and $19,000 was related to the microwave  micro-circuitry  segment.  The
operating  loss after the  restructuring  charge for the  electronic  components
segment was $739,000 in the first nine months 2000 compared to operating  income
of  $475,000  or 3.7% of  segment  net sales in the first  nine  months of 1999.
Operating   income   after   the   restructuring   charge   for  the   microwave
micro-circuitry  segment  was  $978,000  or 22.5% of this  segment's  net  sales
compared  to  operating  income of $293,000 or 11.8% in the first nine months of
1999.

     Interest  expense,  net was $9,000 for the third  quarter 2000  compared to
$66,000  for the third  quarter  of last year and was  principally  incurred  on
borrowings  under a term loan and revolving  credit  facility in connection with
the  acquisition  of FMI during the first  quarter of 1999,  which was partially
offset by interest  income that arose from  proceeds  related to the issuance of
common stock.  Interest  expense,  net was $115,000 for the first nine months of
2000 compared to $145,000 for the first nine months of last year.



                                      -12-


<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  $1,300,000 at the end of third quarter of 2000 compared
to approximately  $1,100,000 at year-end of 1999. The Company's  working capital
was  approximately  $6,800,000  and its current  ratio was 2.6 at the end of the
third quarter of 2000 which compared to $4,200,000 and 1.8, respectively, at the
end of 1999.  Current  liabilities  at  year-end  1999  included  $2,000,000  of
indebtedness  under a revolving  credit  facility,  which the Company  repaid on
April 7, 2000.

     The Company's  operating  activities provided cash flows of $981,000 in the
first nine  months of 2000  compared to  $1,444,000  in the first nine months of
1999. The primary reasons for the reduction in operating cash flows are due to a
decrease in net income,  increases in accounts  receivable,  which was offset by
increases in accounts  payable,  income taxes payable,  accrued  liabilities and
higher  depreciation and amortization  charges.  The Company made investments in
property,  plant and  equipment of  $2,304,000  in the first nine months of 2000
compared  to  $1,717,000  in the  first  nine  months  of  1999.  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 Company has a $7,000,000  revolving credit and term loan agreement with
Summit Bank with an interest rate at one-half  percent below the bank's floating
prime rate. The Company borrowed  $2,500,000 for capital  expenditures under the
term loan  facility  and  $2,000,000  under its  revolving  credit  facility  in
connection  with the  acquisition  of FMI during the first quarter of 1999.  The
$2,000,000  outstanding  under the revolving credit facility was repaid on April
7, 2000.  The full amount of  $4,500,000  of the  revolving  credit  facility is
available for working capital and general corporate purposes.

     Management  believes  that  the  Company's   $4,500,000   revolving  credit
facility, which has been extended to June 2001, together with its present liquid
resources  and  cash  flows  expected  to be  provided  by  operations,  will be
sufficient resources for currently contemplated operations in fiscal year 2000.

     The Company  entered  into a stock  purchase and  exclusivity  agreement on
April 7, 2000 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  Company  Common  Stock  from  its  treasury,   representing
approximately  17.5% of the  Company's  outstanding  common  stock after  giving
effect to the sale, for an aggregate  cash purchase  price of  $3,375,000.

     On October 26, 2000, the Company entered into  subscription  agreements for
common stock and warrants  with each of three groups of investors  including (i)
investors  led by Adam  Smith  Investment  Partners,  L.P.  and  certain  of its
affiliates (the "Adam Smith  Investors"),  (ii) Ericsson Holding  International,
B.V.  ("EHI") and (iii) three  members of the board of  directors of the Company
(the "Director Investors"). Pursuant to the subscription agreements, The Company
sold to the investors  units at a price of $12.80 per unit, each unit consisting
of one  share of common  stock of the  Company  and one  three-year  warrant  to
purchase  one  additional  share of common stock of the Company with an exercise
price of $21.25  ("Units").  Pursuant to the subscription  agreements,  the Adam
Smith Investors  purchased  240,000 Units,  EHI purchased  100,000 Units and the
Director  Investors  purchased  20,000 Units,  the common stock portion of which
representing  approximately  14% of the  outstanding  stock of the Company after
giving effect to the sales, for an aggregate purchase price of $4,608,000.


                                      -13-
<PAGE>

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


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

     The  Company's  capital   expenditures  for  new  projects  and  production
equipment  has exceeded its  depreciation  and  amortization  expenses in fiscal
2000. The Company has issued purchase order commitments to processing  equipment
vendors  for   approximately   $1,500,000  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 fiscal
2000.

     The Company has been  authorized by its Board of Directors to repurchase up
to 110,000  shares  (adjusted for the 10% stock dividend on June 5, 1998) of its
common  stock,  from  time to time,  depending  on  market  conditions,  and has
repurchased  approximately  68,000 shares of common stock to date.  During 1999,
the Company repurchased 56,000 shares of common stock at a cost of $346,000. The
Company  repurchased  8,000 shares of common stock during 1998, no shares during
1997,  and 4,000 shares in 1996.  The Company is  authorized to repurchase up to
42,000  additional  shares  under the program.  No shares have been  repurchased
during fiscal 2000.

     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 acquired  Filtran  Microcircuits
Inc. See Note B of Notes to Consolidated Financial Statements.

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.  In June 1999,  the Financial
Accounting  Standards  Board issued  Statement of  Accounting  Standards No. 137
"Accounting for Derivative  Instruments and Hedging  Activities-Deferral  of the
Effective  Date of FASB  Statement No. 133, an amendment of FASB No. 133," which
defers  implementation  of Statement No. 133 until fiscal years  beginning after
June 15,  2000.  The  Company  has  reviewed  Statement  No. 133 and has not yet
determined  the  impact,  timing  of or  method  to be  used  in  adopting  this
statement.

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;  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.




                                      -14-
<PAGE>







PART II. OTHER INFORMATION

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

(a) Exhibits:

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



     3(a)         By-laws of Merrimac, as amended, is hereby incorporated by
                  reference to Exhibit 3(a)(2) to Merrimac's Quarterly Report
                  on Form 10-QSB dated August 12, 1999.

     3(b)         Restated Certificate of Incorporation of Merrimac filed on
                  June 14, 1999 is hereby incorporated by reference on Exhibit
                  3(b)(2) to Merrimac's Quarterly Report on Form 10-QBS dated
                  August 12, 1999.

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

     4(b)         Amendment No. 1 dated as of June 9, 1999 to the Shareholder
                  Rights Agreement dated as of March 9, 1999 between Merrimac
                  and ChaseMellon Shareholder Services, L.L.C., as rights agent,
                  is hereby incorporated by reference to Exhibit1 to Merrimac's
                  Current Report on Form 8-K dated June 9, 1999.

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

     10(a)        Amendment dated as of August 31, 2000 to the Amended and
                  Restated Employment Agreement, entered into as of January 1,
                  1998, by and between Merrimac Industries, Inc.
                  and Mason N. Carter.*

     11           Statement re:  Computation of earnings per share.

     27           Financial Data Schedule for the Third Quarter Ended
                  September 30, 2000.

     (b) Reports on Form 8-K.

         A Current Report on Form 8-K was filed on August 11, 2000 reporting
         Merrimac's results of operations for the second quarter of fiscal 2000.

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





                                       -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: November 10, 2000          By: /s/ Mason N. Carter
                                         -------------------------------------
                                         Mason N. Carter
                                         Chairman, President and
                                         Chief Executive Officer


    Date: November 10, 2000          By: /s/ Robert V. Condon
                                         -------------------------------------
                                         Robert V. Condon
                                         Vice President, Finance, Treasurer,
                                         Secretary and Chief Financial Officer








                                      -16-


<PAGE>

                                                                Sequentially
                                                                Numbered Page
      Exhibit No.
         3(a)            By-laws of Merrimac, as amended, is hereby
                         incorporated by reference to Exhibit 3(a)(2) to
                         Merrimac's Quarterly Report on Form 10-QSB dated
                         August 12, 1999.

         3(b)            Restated Certificate of Incorporation of Merrimac
                         filed on June 14, 1999 is hereby incorporated by
                         reference to Exhibit 3(b)(2) to Merrimac's
                         Quarterly Report on Form 10-QSB dated August 12,
                         1999.

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

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

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


         10(a)          Amendment dated as of August 31, 2000 to the Amended
                        and Restated Employment Agreement, entered into as of
                        January 1, 1998, by and between Merrimac Industries,
                        Inc. and Mason N. Carter.*

         11             Statement re:  Computation of earnings per share.

         27             Financial Data Schedule for the Third Quarter Ended
                        September 30, 2000.





                                      -17-