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

                                  FORM 10-QSB

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



For Quarter ended MARCH 29,1997                  Commission file No. 0-11201


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


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



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






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


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed be Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES __X__     NO _____.


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


                  Class                        Outstanding at May 1, 1997
      -----------------------------            -----------------------------
      Common Stock ($.50 par value)                      1,531,725





<PAGE>




PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

                             MERRIMAC INDUSTRIES, INC.
                             CONSOLIDATED BALANCE SHEETS
                             ---------------------------
                                     (Unaudited)
                                                       March 29, 1997
                                                       --------------
     ASSETS                                                         
     ------
     Current assets:
       Cash and cash equivalents .....................  $   805,583
       Available-for-sale securities (D) .............    1,164,222
       Accounts receivable ...........................    2,513,098
       Inventories:
         Finished goods ..............................      936,592
         Work in process .............................    2,456,934
         Parts and raw materials .....................    1,083,914
                                                        -----------
            Total inventories ........................    4,477,440

        Prepaid expenses .............................      192,669
        Prepaid income taxes .........................           -
        Deferred income taxes ........................      963,646
                                                        -----------
           Total current assets ......................   10,116,658





     Property, plant and equipment ...................   12,991,485
        Less accumulated depreciation ................    9,474,989
                                                        -----------
           Net property, plant and equipment .........    3,516,496

     Deferred income taxes ...........................       47,000
     Other assets ....................................       26,249
                                                        -----------
                                                        $13,706,403
                                                        ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------
     Current liabilities:
        Accounts payable .............................  $   952,833
        Accrued liabilities ..........................    1,125,219
        Income tax payable ...........................       44,297
                                                        -----------
           Total current liabilities .................    2,122,349

     Other liabilities ...............................      284,530
                                                        -----------
           Total liabilities .........................    2,406,879         

     Stockholders' equity:
        Common stock, par value $.50 per share:
           Authorized: 5,000,000 shares                  
           Issued:     2,589,902 shares...............    1,294,952
        Additional paid-in capital ...................    9,040,890
        Retained earnings ............................   10,178,037
        Unrealized holding gain on available-for-
         sale securities, less deferred tax benefit (D)      12,710
                                                        -----------
                                                         20,526,589
        Less treasury stock ; at cost:
            Purchased:  1,074,839 shares .............    9,227,065
                                                        -----------
            Total stockholders' equity ...............   11,299,524
                                                        -----------
                                                        $13,706,403
                                                        ===========
 
See accompanying notes to consolidated financial statements.

                                     - 1 -
<PAGE>



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

                                                      Thirteen Weeks Ended
                                                 -----------------------------
                                                
                                                   March 29,          Mar 30,  
                                                     1997              1996  
                                                 -----------        ---------- 
Net sales ....................................   $ 4,275,155       $ 3,187,345
                                                 -----------        ----------
Cost and expenses:
   Cost of sales .............................     2,375,107         1,677,817 
   Selling, general and
      administrative .........................     1,489,006         1,168,339
                                                 -----------        ----------
                                                   3,864,113         2,846,156
                                                 -----------        ----------
Operating income .............................       411,042           341,189
Interest and other income, net................        26,704            40,114
                                                 -----------        ----------
Income before income taxes ...................       437,746           381,303
Provision for income taxes ...................       160,000           129,000
                                                 -----------        ----------
Net Income ...................................   $   277,746       $   252,303
                                                 ===========        ==========

Net income per common share...................          $.18              $.15
                                                        ====              ====
Cash dividend per share of
   common stock ..............................          $.10              $.10
                                                        ====              ====
Weighted average number of
   shares outstanding ........................     1,547,276         1,634,248
                                                  ==========        ==========




See accompanying notes to consolidated financial statements.






                                     - 2 -

<PAGE>

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

                                                       Thirteen Weeks Ended
                                                     -------------------------  
                                                        Mar 29,        Mar 30,
                                                         1997           1996
                                                     ----------     ---------- 
Cash flows from operating activities:                   

   Net income .....................................  $  277,746     $  252,303

     Adjustments  to  reconcile  net income to net
      cash provided by operating activities:
       Depreciation and amortization...............     207,581        219,716
       Deferred compensation.......................      35,430             -
       Changes in operating assets and liabilities:
         Accounts receivable.......................    (663,056)       229,551
         Inventories...............................    (311,622)      (477,322)
         Other current assets .....................      79,141        (73,898)
         Other assets..............................       4,191        (11,382)
         Accounts payable..........................     202,070         (8,360)
         Accrued liabilities.......................     172,339         41,323
         Income taxes payable......................      44,297         91,500
                                                     ----------     ----------
         Total adjustments                             (229,629)        11,128
                                                     ----------     ----------  
         Net cash provided by operating activities.      48,117        263,431
                                                     ----------     ----------

Cash flows from investing activities:
   Purchase of capital assets .....................    (381,839)       (48,640)
   Proceeds from sales of capital assets ..........          -             400
   Proceeds from sales of available-for-sale
     securities....................................          -       1,005,068
   Purchase of investment securities...............     (12,490)             - 
                                                     ----------     ----------  
         Net cash provided by investing activities.    (394,329)       956,528
                                                     ----------     ----------

Cash flows from financing activities:
  Repurchase of 56,200 shares of common stock                -        (596,310)
  Proceeds from the issuance of 4,153 and 11,227     
    shares of common stock ........................      37,640         81,223
  Payment of dividends.............................    (151,426)      (158,657)
                                                     ----------     ---------- 
Net cash used in financing activities .............    (113,786)      (673,744)
                                                     ----------     ---------- 
Net increase (decrease)in cash and cash equivalents    (459,998)       546,215

Cash and cash equivalents at beginning of year.....   1,265,581      2,295,186
                                                     ----------     ---------- 
Cash and cash equivalents at end of period.........  $ 805,583      $2,841,401
                                                     ==========     ========== 

Supplemental disclosures of cash flows information:

  Cash paid during the quarter for:

     Income taxes .................................          -      $   37,500
                                                     ==========     ========== 


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 March 29, 1997 and its results of
operations and cash flows for the periods presented.
 
B. Net Income Per Common Share

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

C.  Accounting Period

     The  Company's  fiscal year is the 52-53 week period ending on the Saturday
closest to December 31. The Company has quarterly dates that correspond with the
Saturday  closest  to the last day of each  calender  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  1997 is the  next)is  added to the fourth  quarter
making such quarter consist of 14 weeks.

D. Investments in available-for-sales securities

     The cost of the Company's  portfolio of  available-for-sale  investments in
marketable  equity securities at March 29, 1997 is reconciled to the fair market
value, which was also the carrying value, of the portifolio as follows:

                                              
                                               March 29, 1997
                                              ---------------

     Cost                                          $1,142,958
     Gross unrealized gains                            21,264
     Gross unrealized losses                               -
                                              ---------------                  
     Fair market value                             $1,164,222
                                              ---------------

 
     The net  unrealized  gains of $21,264 at March 29,  1997 are  included as a
seperate component of stockholders' equity, net of deferred tax effects.



                                     - 4 -
<PAGE>




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





                            INCOME STATEMENT SUMMARY
                                  (Unaudited)
 
The following table displays line items in the Consolidated Statements of Income
as a percentage of net sales.

                                                Percentage of Net Sales
                                                -----------------------
                                                     - Quarter 1 -
                                                -----------------------
                                                 Thirteen Weeks Ended  
                                                ---------     ---------
                                                March 29,     March 30,
                                                  1997          1996
                                                ---------     ---------
                 Net sales ..................    100.0%         100.0%
                                                 -----          ----- 
                 Costs and expenses:
                   Cost of sales ............     55.6           52.6
                   Selling, general and
                   administrative ...........     34.8           36.7
                                                 -----          -----
                                                  90.4           89.3
                                                 -----          -----
                 Operating income............      9.6           10.7
                 Other income, net...........       .6            1.2
                                                 -----          -----

                 Income before income taxes..     10.2           11.9

                 Provision for imcome taxes..      3.7            4.0
                                                 -----          ----- 
                 Net income                        6.5%           7.9%
                                                 =====          ===== 



                                     - 5 -
<PAGE>

     
                Mananagement Discussion And Analysis of Financial
                       Condition And Results Of Operations
                                 
     
     Quarter ended March 29, 1997 compared to quarter ended March 30, 1996.

     Results of  operations  reflect  increases in: net sales of  $1,088,000  or
34.1%; operating income of $70,000 or 20.5%; net income of $26,000 or 10.1%; and
net income per share of $.03 or 20%.

     The net sales increase was partially  attributable to delivering  shipments
against a firm order  backlog  with order  release  dates  that  coincided  with
production and shipment schedules. The first quarter of 1996 had disruptions due
to  manufacturing  down-time  resulting from major snowfalls  which  interrupted
manufacturing and delayed product shipments.

     Incoming orders received for the first quarter increased  $1,400,000 or 35%
and  the  backlog  of  firm  unfilled  orders  increased  $2,900,000  or  45% to
$9,400,000.  Compared to year-end  1996,  backlog is up  $1,200,000 or 15% which
reflects increased demand for Company products.

     Cost of sales increased  $697,000 or 41.5% and as a percentage of net sales
increased  3.0% to 55.6%.  The primary  reason for the  increase  was  increased
compensation; a merit pay increase became effective mid-year 1996 and additional
manufacturing   personnel  were  hired  to  concentrate  on  improving  delivery
performance  by reducing  the number of late ship days in backlog.  In addition,
certain transitional  manufacturing costs associated with further  restructuring
impacted cost of sales negatively.

     Selling,  general and administrative  expenses increased $321,000 or 27.5%,
although as a  percentage  of net sales  decreased  1.9% to 34.8%.  Increases in
selling costs were related to higher sales  commissions  due to increased  sales
revenues.  General  and  administrative  expenses  partially  increased  due  to
compensation  related to the hiring of additional  administrative  personnel and
higher compensation expenses resulting from last year's mid-year merit increases
to  all  employees.   Certain   transitional   costs   associated  with  further
restructuring also impacted selling, general and administrative expenses.

     Net income was  $278,000  compared to $252,000  and net income per share of
$.18 benefited by  approximately  $.01 per share resulting from an 87,000 common
share reduction  primarily due to the Company's common stock repurchases  during
1996.

            
             
     





                                     - 6 -


<PAGE>
                Mananagement Discussion And Analysis of Financial
                       Condition And Results Of Operations

Liquidity and Capital Resources

     The Company's  financial  condition  remained  strong  throughout the first
quarter of 1997.  The  Company  had liquid  resources  comprised  of cash,  cash
equivalents  and   investments  in   available-for-sale   securities,   totaling
approximately  $2,000,000  compared to  approximately  $4,100,000  in 1996.  The
Company's  working  capital stood at $8,000,000 and its current ratio was 4.8 at
the end of the first quarter  compared to $9,700,000 and 6.4,  respectively,  in
1996.

     The Company's operating  activities  generated cash flows of $48,000 in the
first  quarter of 1997  compared to $263,000 in 1996.  A primary  reason for the
decrease  in cash  flows  in 1997  are the  higher  first  quarter  sales  which
translated into an increase in accounts receivable of $663,000. The Company made
net  investments  in  property,  plant and  equipment  of  $382,000 in the first
quarter of 1997 compared to $49,000 in 1996.  The Company paid cash dividends of
$151,000 in 1997 compared to $159,000 in 1996 at the quarterly  rate of $.10 per
share.  During the first quarter of 1996 the Company made open market  purchases
of 56,200  shares of its  common  stock at a cost of  $596,000.  No shares  were
purchased in 1997.  Lacking clear cut growth  opportunities,  the Company in the
past has returned a substantial  portion of its net income to the  stockholders.
Achievement of growth  anticipated by the Company will inevitably cause a review
of the dividend policy.

     The Company has a $3,000,000  unsecured line of credit with the Bank of New
York,  at the bank's  floating  prime rate,  and the full line is available  for
future borrowing.

     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 1997. Expansion plans for the Company's manufacturing
facility in Costa Rica which became  operational  during the second half of 1996
are being  contemplated  for the current year. The Company's  projected  capital
expenditures for new projects and production  equipment is anticipated to exceed
its depreciation and amortization expenses in 1997.

     The  Company was  authorized  on November 1, 1996 to purchase up to 100,000
shares of common stock from time-to-time depending on market conditions, and has
purchased 4,100 shares to date under such authorization.

     The  Company  is  also  exploring  the  possibility  of  acquiring  similar
manufacturers  of  electronic  devices,  although it currently has no definitive
plans or agreements.  Management  believes that such  acquisitions  and business
operations  expansion  could be financed  through  liquid and capital  resources
currently available as previously  discussed and/or through additional borrowing
or issuance of equity or debt securities.








                                     - 7 -


<PAGE>




PART II.   OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K



           Exhibit No.

             (11) - Statement re: Computation of Earnings Per Share

     (b) A report on form 8-K dated  April 16,  1997 was  filed,  reporting  the
Registrant's  dismissal  of the  accounting  firm of J.H.  Cohn LLP on April 11,
1997. J.H. Cohn was previously engaged as the principal  accountant to audit the
Registrant's financial statements.











                                     - 8 -

<PAGE>






Exhibit (11)

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

                                                   Thiteeen Weeks Ended
                                              ----------------------------     
                                               Mar 29,            Mar 30,
                                                1997               1996   
                                              --------            --------
      
Net income.............................       $277,746             252,303
                                              ========            ======== 


                                              PRIMARY EARNINGS PER SHARE
                                              --------------------------
Average number of shares outstanding
  Common stock ........................      1,513,341           1,604,133
  Stock options (1) ...................         33,935              30,115
                                             ----------          ---------
Shares outstanding as adjusted ........      1,547,276           1,634,248
                                             ==========          =========

Net income per common share and common
 equivalent share ....................            $.18                $.15
                                                  ====                ====


                                            FULLY DILUTED EARNINGS PER SHARE
                                            --------------------------------
Average number of shares outstanding
  Common stock ........................      1,513,341           1,604,133
  Stock options (1) ...................         33,935              30,115
                                             ---------           ---------
Shares outstanding as adjusted ........      1,547,276           1,634,248
                                             =========           =========

Net income per common share assuming
 full dilution .......................            $.18                $.15
                                                  ====                ====
                     

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




                                    - - 9 -
<PAGE>







                                   SIGNATURES


     Pursuant to the requirements od section 13 or 15 (d) of the Securities
exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
                                                            



                                          MERRIMAC INDUSTRIES, INC.
                                          -------------------------
                                               (Registrant)

   Date:  May 8, 1997                  By /s/ Mason N. Carter
                                          ---------------------------------
                                          Mason N. Carter
                                          President, and 
                                          Chief Executive Officer

   
   
   Date:  May 8, 1997                  By /s/ Robert V. Condon
                                          ---------------------------------
                                          Robert V. Condon
                                          Vice President, Finance, Treasurer,
                                          Secretary and Chief Financial Officer
                                                                         
                                             

      








                                     - 10 -