UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q/A


(Amendment
      No. 1)





x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      the
      quarterly period ended September 27, 2008




o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      the
      transition period from        
to ****




Commission
      File No. 0-11201






Merrimac
      Industries, Inc.


(Exact
      Name of Registrant as Specified in Its Charter)




****


DELAWARE
            22-1642321(State
                or Other Jurisdiction of
            (I.R.S.
                EmployerIncorporation
                or Organization)
            Identification
                No.)








41
      FAIRFIELD PLACE


WEST
      CALDWELL, NEW JERSEY 07006


(Address
      of Principal Executive Offices) (Zip Code)





(973)
      575-1300


(Registrant’s
      Telephone Number)





****  Former
      name, former address and former fiscal year, if changed since last report: N/A





Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by 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
o





Indicate
                by check mark whether the registrant is a large accelerated filer,
                an
                accelerated filer, a non-accelerated filer or a smaller reporting
                company.
                See definition of "accelerated filer, large accelerated filer and
                a
                smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
                one):Large
                accelerated filer   o
            Accelerated
                filer   oNon-accelerated
                filer    o
            Smaller
                reporting company   x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o  No
x





As
      of
      November 19, 2008, there were 2,951,324 shares of Common Stock, par value $.01
      per share, outstanding.








Explanatory
      note





We
      are
      filing this Amendment No. 1 on Form 10-Q/A to Merrimac Industries, Inc.
      Quarterly Report on Form 10-Q for the quarterly period ended September 27,
      2008,
      which was originally filed with the Securities and Exchange Commission on
      November 17, 2008 to change the date incorrectly referenced in the last
      paragraph of Part I - Item 4 - Controls and Procedures as June 28, 2008 to
      September 27, 2008 and to correct a typographical error in that paragraph.





This
      Form
      10-Q/A amends and restates only Part I - Item 4 - Controls and Procedures as a
      result of the correction described above.




In
      addition, we are also including currently dated Sarbanes Oxley Act Section
      302
      and Section 906 certifications of the Chief Executive Officer and Principal
      Financial Officer that are attached to this Form 10-Q/A as Exhibits 31.1 and
      32.1.




Except
      for the foregoing amended information, this Form 10-Q/A continues to speak
      as of
      November 17, 2008 (the original filing date of our Form 10-Q for the quarterly
      period ended September 27, 2008) and does not reflect events occurring after
      the
      filing of our Form 10-Q for the quarterly period ended September 27, 2008 and
      does not modify or update those disclosures affected by subsequent events.
      Forward looking statements made in the Form 10-Q for the quarterly period ended
      September 27, 2008 have not been revised to reflect events, results or
      developments that have become known to us after the date of the original filing
      (other than the current restatement described above), and such forward looking
      statements should be read in their historical context. Unless otherwise stated,
      the information in this Form 10-Q/A not affected by such restatement is
      unchanged and reflects the disclosures made at the time of the original filing.










ITEM
      4.
      CONTROLS AND PROCEDURES





(a) Evaluation
      of Disclosure Controls and Procedures .
      Based
      on the material weaknesses in internal control identified below, as of September
      27, 2008 (the end of the period covered by this report), the Company's
      management evaluated, with the participation of the Company's Chief Executive
      Officer and Principal Financial Officer, the effectiveness of the Company's
      disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)
      of the Securities Exchange Act of 1934). Based upon that evaluation, the Chief
      Executive Officer and Principal Financial Officer concluded that, as of
      September 27, 2008, the Company's disclosure controls and procedures were not
      effective.





(b) Material
      Weakness in Internal Control Over Financial Reporting .
      A
      material weakness is a control deficiency, or combination of control
      deficiencies, that results in a reasonably possible likelihood that a material
      misstatement of the annual or interim financial statements will not be prevented
      or detected. Management identified the following material weaknesses in its
      internal control over financial reporting as of September 27, 2008:





*Personnel*





Management
      identified changes in financial personnel that led to a lack of sufficient
      financial reporting experience to prepare accurate financial statements in
      a
      timely manner.





*New
      Financial Reporting System*





Management
      identified the failure to accurately implement the Company’s new financial
      accounting system which has led to errors in preliminary financial reports
      requiring additional resources and time to correct.





*Potential
      Problem Areas*





Management
      was unable to identify potential problem areas in financial reporting that
      required immediate attention by operational and financial personnel that were
      not identified on a timely basis.





*Remediation*





(a)
      The
      Company is currently seeking to hire an experienced chief financial officer
      and
      an experienced cost accountant. Until such personnel can be hired, the Company
      will be utilizing an accounting consulting firm to oversee, test and support
      procedures and processes for financial reporting for the fourth quarter of
      2008
      and for year end 2008.





(b)
      Management has identified procedures to enable the Company to better close
      work
      orders in the new financial reporting system, including the deployment of
      additional personnel to ensure that work orders are properly closed out.





(c)
      Personnel will be trained as to the importance of timely and accurate reporting
      to the labor system. Exception reports will be generated that provide operations
      and finance information regarding any discrepancies to the procedures on a
      daily
      basis.





Apart
      from the implementation of a new financial accounting system and changes in
      financial personnel, there were no changes that occurred during the quarter
      ended September 27, 2008 that materially affected, or are reasonably likely
      to
      materially affect, the Company’s internal controls over financial
      reporting.





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SIGNATURES




In
      accordance with the requirements of Section 13 or 15 (d) of the Securities
      Exchange Act of 1934, the Registrant caused this report to be signed on its
      behalf by the undersigned, thereunto duly authorized.






MERRIMAC
      INDUSTRIES, INC.





Date:
                November 19, 2008
            By:
                /s/ Mason N. CarterMason
                N. CarterChairman,
                President andChief
                Executive Officer andPrincipal
                Financial Officer








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