<PAGE>



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

                                  FORM 10-QSB

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


For the quarterly period ended April 1, 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 May 12, 2000
-----------------------------                  -------------------------------
Common Stock ($.50 par value)                             2,149,382






<PAGE>


PART I.     FINANCIAL INFORMATION

ITEM 1.     Financial Statements

                           MERRIMAC INDUSTRIES, INC.
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
                                 (Unaudited)
                                 -----------
                                                        April 1,   January 1,
                                                          2000       2000
                                                      -----------  -----------
ASSETS
------
Current assets:
  Cash and cash equivalents .......................   $ 1,148,853  $ 1,108,141
  Accounts receivable, net.........................     3,432,023    3,774,796
  Inventories .....................................     3,161,780    2,913,423
  Income tax refund receivable.....................       401,241      427,330
  Other current assets ............................       407,501      386,507
  Deferred tax assets .............................       744,000      744,000
                                                      -----------  -----------
      Total current assets ........................     9,295,398    9,354,197
                                                      -----------  -----------
Property, plant and equipment .....................    19,494,745   19,213,264
  Less accumulated depreciation ...................    11,769,459   11,337,477
                                                      -----------  -----------
    Property, plant and equipment, net.............     7,725,286    7,875,787
Other assets ......................................       575,015      563,507
Goodwill, net......................................     2,994,903    3,047,623
                                                      -----------  -----------
      Total Assets ................................   $20,590,602  $20,841,114
                                                      ===========  ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------
Current liabilities:
  Current portion of long-term debt ...............   $ 2,611,696  $ 2,627,267
  Accounts payable ................................     1,063,973    1,164,584
  Accrued liabilities .............................     1,371,717    1,311,791
  Income taxes payable.............................        16,884          -
                                                      -----------  -----------
      Total current liabilities ...................     5,064,270    5,103,642
Long-term debt, net of current portion ............     1,583,302    1,769,447
Deferred compensation .............................       223,832      234,734
Deferred tax liabilities ..........................       232,000      232,000
                                                      -----------  -----------
      Total liabilities ...........................     7,103,404    7,339,823
                                                      -----------  -----------
Shareholders' equity:
  Common stock, par value $.50 per share:
    Authorized:  5,000,000 shares
    Issued:  2,705,806 and 2,698,309 shares .......     1,352,903    1,349,154
  Additional paid-in capital ......................    11,295,513   11,256,532
  Retained earnings ...............................     9,027,923    9,192,310
  Accumulated comprehensive income.................       123,770      142,589
                                                      -----------  -----------
                                                       21,800,109   21,940,585
  Less treasury stock, at cost:
    943,904 and 958,904 shares ....................    (7,952,911)  (8,079,294)
  Less loan to officer-shareholder ................      (360,000)    (360,000)
                                                      -----------  -----------
     Total shareholders' equity ...................    13,487,198   13,501,291
                                                      -----------  -----------
     Total Liabilities and Shareholders' Equity ...   $20,590,602  $20,841,114
                                                      ===========  ===========


See accompanying notes.



                                     - 1 -


<PAGE>

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


                                                         Thirteen Weeks Ended
                                                       -----------------------
                                                        April 1,     April 3,
                                                         2000         1999
OPERATIONS                                             -----------------------
<S>                                                    <C>         <C>
Net sales ...................................          $4,911,373   $4,738,531
                                                       ----------   ----------
Costs and expenses:
  Cost of sales .............................           2,436,347    2,426,740
  Selling, general and administrative .......           1,983,612    1,546,468
  Research and development ..................             355,970      394,260
  Amortization of goodwill...................              39,340       14,522
  Restructuring charge.......................             315,000          -
                                                        ----------   ----------
                                                        5,130,269    4,381,990
                                                       ----------   ----------

Operating income (loss)......................            (218,896)     356,541
Interest and other expense, net .............              80,491       23,575
                                                       ----------   ----------
Income (loss) before income taxes ...........            (299,387)     332,966
Provision (benefit) for income taxes ........            (135,000)     120,000
                                                       ----------   ----------
Net income (loss)............................          $ (164,387)  $  212,966
                                                       ==========   ==========

Net income (loss) per common share:
  Basic......................................               $(.09)        $.12
                                                            =====         ====
  Diluted....................................               $(.09)        $.12
                                                            =====         ====
Weighted average number of
 shares outstanding:
  Basic......................................           1,747,147    1,768,532
                                                       ==========   ==========
  Diluted....................................           1,816,849    1,768,793
                                                       ==========   ==========
COMPREHENSIVE INCOME

Net income (loss)............................          $ (164,387)  $  212,966
Other comprehensive income, net of tax:
  Foreign currency translation adjustments...             (18,819)     (35,524)
                                                       ----------   ----------
Comprehensive income (loss)..................          $ (183,206)  $  177,442
                                                       ==========   ==========
</TABLE>
See accompanying notes.



                                      -2-


<PAGE>



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

                                                         Thirteen Weeks Ended
                                                      -------------------------
                                                       April 1,       April 3,
                                                         2000           1999
                                                      ----------     ----------
Cash flows from operating activities:
  Net income (loss).................................. $ (164,387)    $  212,966
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization..................    431,985        329,003
      Amortization of goodwill ......................     39,340         14,522
      Deferred compensation .........................      3,274          4,097
      Changes in operating assets and liabilities
       net of acquisition in 1999:
        Accounts and income taxes receivable.........    368,169        373,736
        Inventories..................................   (248,357)        27,893
        Other current assets.........................    (20,858)        21,908
        Deferred tax assets..........................         -          (1,972)
        Other assets.................................    (11,508)       110,435
        Accounts payable.............................   (100,610)      (354,614)
        Accrued liabilities..........................    245,426       (266,783)
        Income taxes payable.........................     16,884         86,847
        Deferred compensation........................   (199,676)      (199,000)
                                                      ----------     ----------
Net cash provided by operating activities............    359,682        359,038
                                                      ----------     ----------
Cash flows from investing activities:
  Purchase of capital assets.........................   (281,481)      (594,831)
  Acquisition of business............................         -      (4,673,794)
  Cash acquired with acquisition.....................         -         203,323
                                                      ----------     ----------
Net cash used in investing activities................   (281,481)    (5,065,302)
                                                      ----------     ----------
Cash flows from financing activities:
  Borrowing under term loan..........................         -       2,500,000
  Borrowing under revolving credit facility..........         -       2,000,000
  Debt assumed with acquisition......................         -         451,126
  Repayment of borrowings............................   (201,716)      (137,046)
  Proceeds from the issuance of common stock.........    169,111          9,869
  Repurchase of common stock for the treasury .......         -        (328,898)
                                                      ----------     ----------
Net cash provided by (used in) financing activities..    (32,605)     4,495,051
                                                      ----------     ----------
Effect of exchange rate changes......................     (4,884)        10,288
                                                      ----------     ----------
Net increase (decrease) in cash and cash equivalents.     40,712       (200,925)
Cash and cash equivalents at beginning of year.......  1,108,141      1,852,666
                                                      ----------     ----------
Cash and cash equivalents at end of period........... $1,148,853     $1,651,741
                                                      ==========     ==========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Income taxes..................................... $       -      $   10,000
                                                      ==========     ==========
    Loan interest.................................... $   88,673     $   54,732
                                                      ==========     ==========

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 April 1, 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>
                                        Quarter Ended
                                        -------------
                                           April 3,
                                             1999
                                        -------------
     <S>                                 <C>
     Net sales........................   $5,369,000
     Net income.......................      152,000
     Diluted net income per share.....         $.09

</TABLE>

     The  proforma  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:
                                                April 1,          January 1,
                                                  2000               2000
                                               ----------         ----------
     Finished goods ......................     $  603,759         $  666,186
     Work in process .....................      1,219,709          1,004,037
     Raw materials and purchased parts ...      1,338,312          1,243,200
                                               ----------         ----------
     Total                                     $3,161,780         $2,913,423
                                               ==========         ==========

Total inventories are net of valuation allowances for obsolescence
     of $1,214,000 at April 1, 2000 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 Company  recorded  compensation  expense of $52,000.  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


H.   Current and Long-term debt

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

<S>                                                               <C>           <C>
     Summit Bank:
     Revolving credit facility, interest 1/2% below prime,
          due June 2000..........................................  $2,000,000    $2,000,000
     Term loan, interest 1/2% below prime, due December 2003.....   1,875,000     2,041,667
     The Bank of Nova Scotia:
     Equipment loans, interest prime plus 1%, due November 2000..      39,520        56,042
     Capital leases, interest 7.0%, due October 2003.............     280,478       299,005
                                                                   ----------    ----------
                                                                    4,194,998     4,396,714
     Less current portion........................................   2,611,696     2,627,267
                                                                   ----------    ----------
     Long-term portion...........................................  $1,583,302    $1,769,447
                                                                   ==========    ==========
</TABLE>

     The Company is presently in the process of extending its  revolving  credit
facility due date to June 2001.  The full amount  outstanding  of the  revolving
credit facility was repaid April 7, 2000 (see Note J. Subsequent Event).

     The Company has entered  into a $7,000,000  revolving  credit and term loan
agreement  with Summit Bank.  Up to  $2,500,000  was  available at April 1, 2000
($4,500,000 as of April 7, 2000) for future borrowing needs of the Company.

     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 April 1 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 $121,000 at April 1 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 diluted per share. The reduction in workforce  affected fifteen
persons,  primarily electronic components  manufacturing labor, and $123,000 has
been paid through April 1, 2000. The remaining  balance of $192,000 of severance
benefits and other costs  pursuant to the  restructuring  plan is expected to be
paid during fiscal 2000.

J.   Subsequent event

     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 the  Company's  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.   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.



                                      -7-


<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
                                                     -----------------------
                                                          Quarter 1
                                                     -----------------------
                                                      Thirteen Weeks Ended
                                                     -----------------------
                                                        April 1,   April 3,
                                                          2000       1999
                                                        --------    ------
<S>                                                     <C>        <C>
Net sales....................................            100.0%     100.0%
                                                         -------    ------
Costs and expenses:
  Cost of sales..............................             49.6       51.2
  Selling, general and administrative........             40.5       32.7
  Research and development...................              7.2        8.3
  Amortization of goodwill...................               .8         .3
  Restructuring charge.......................              6.4         -
                                                         -------    ------
                                                         104.5       92.5
                                                         -------    ------

Operating income (loss)......................             (4.5)       7.5
Interest and other expense, net..............              1.6         .5
                                                         -------    ------

Income (loss) before income taxes............             (6.1)       7.0
Provision (benefit) for income taxes.........             (2.7)       2.5
                                                         -------    ------

Net income (loss)............................             (3.4)%      4.5%
                                                         =======    ======

</TABLE>


                                      -8-

<PAGE>

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


First quarter 2000 compared to first quarter 1999


     Consolidated  results of  operations  for the first  quarter 2000 reflect a
3.6%  increase in net sales of $173,000 to $4,911,000  and an operating  loss of
$219,000,  after a restructuring  charge of $315,000. A net loss of $164,000 was
recorded  for the first  quarter  2000,  after the  $189,000  net effects of the
restructuring  charge. Net income of $213,000 was reported for the first quarter
of the prior year.  Diluted net loss per share was $.09, after the net effect of
the $.10 per share  loss of the  restructuring  charge.  Diluted  net income per
share of $.12 was reported for the first quarter of the prior year.

     The increase in consolidated net sales was attributable to the inclusion in
the  first  quarter  2000 of  microwave  micro-circuitry  product  net  sales of
$1,163,000  from  Filtran  Microcircuits  Inc.  ("FMI"),  which was  acquired on
February 25, 1999, an increase of $701,000 compared to the  post-acquisition net
sales amount of $462,000 reported in the prior year first quarter. This increase
was partially offset by reduced electronic  components  shipments of $514,000 or
12%,  resulting  from a  smaller  firm  order  backlog  that  existed  as of the
beginning of this fiscal year.

     Orders of  $7,744,000  were  received  for the first  quarter  2000,  which
included  $2,637,000  in new orders for FMI, an increase of  $1,576,000 or 25.6%
compared to  $6,168,000 in orders  received for the first  quarter of 1999.  The
backlog at the end of the first quarter of 2000 was  $8,951,000,  an increase of
$2,833,000 or 46.3% over year-end 1999, and $1,375,000 or 18.1% when compared to
the first quarter 1999 backlog of $7,576,000.  Orders  received during the first
quarter of 2000 were approximately 58% above the first quarter 2000 sales level.

     Cost of sales decreased  $10,000 and as a percentage of net sales decreased
1.6% to 49.6% for the first  quarter  2000.  The  decrease  in cost of sales was
achieved from  manufacturing  efficiencies,  reduction in labor  expense,  and a
favorable  sales product mix. These  decreases were primarily  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   improvements   resulting  from  the  first  quarter  2000
restructuring.  Depreciation  expense  increased  $103,000 for the first quarter
2000 resulting from higher capital equipment  purchases in the current and prior
years and due to the acquisition of FMI.


                                      -9-
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


     Gross profit for the electronic  components segment of $1,991,000 was 53.1%
of  segment  net sales of  $3,748,000  in the first  quarter  2000  compared  to
$2,105,000,  which was 49.2% of  segment  net sales of  $4,276,000  in the first
quarter of 1999.  Although the  percentage of gross profit  margin  improved 3.9
percentage-points, the gross profit amount decreased $114,000 or 5.4% because of
the sales decline.  Gross profit for the FMI microwave  micro-circuitry  segment
was $484,000 or 41.6 % of segment net sales of  $1,163,000  in the first quarter
2000  compared to $206,000 or 44.7% of segment net sales of $462,000,  from when
it was acquired on February 25, 1999,  which  amounts were included in the first
quarter 1999 results.

     Selling,  general and  administrative  expenses of $1,984,000 for the first
quarter 2000 increased  $437,000 or 28.3%, and when expressed as a percentage of
net sales,  increased 7.9% to 40.5% for the first quarter of 2000.  Increases in
these expenses during the first quarter 2000 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. In addition, expenses
from FMI of $204,000 compared to the post-acquisition amount of $58,000 that was
included in first quarter 1999 results.

     Amortization   expense  of  $39,000  for  the  first  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,  which compares
to last year's short post-acquisition period amortization expense of $15,000.

     Research and  development  expenses for new products  were $356,000 for the
first  quarter 2000, a decrease of $38,000 or 9.7% compared to the first quarter
of the  prior  year.  Except  for  $44,000  at  FMI,  most of the  research  and
development expenses were for Multi-Mix(TM) Microtechnology.

     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  FMI.  The  operating   loss  after  the
restructuring  charge for the electronic  components segment was $367,000 in the
first quarter 2000  compared to operating  income of $267,000 or 6.2% of segment
net sales in the first quarter of 1999. Operating income after the restructuring
charge for the FMI  microwave  micro-circuitry  segment was $148,000 or 12.7% of
this  segment's net sales  compared to operating  income of $89,000 in the first
quarter of 1999.

     Interest  expense,  net was $80,000 for the first  quarter 2000 compared to
$24,000  for the first  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.


                                      -10-

<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  $1,149,000 at the end of first quarter of 2000 compared
to  approximately  $1,108,000 at the end of 1999. The Company's  working capital
was  approximately  $4,200,000  and its current  ratio was 1.8 at the end of the
first quarter of 2000 which compared to similar  amounts and ratio at the end of
1999.  Current  liabilities  at the  end  of  the  first  quarter  2000  include
$2,000,000 of indebtedness under a revolving credit facility,  which the Company
believes will be re-extended for one year beyond the June 30, 2000 renewal date.
On April 7, 2000 the full  amount  was  repaid  from  proceeds  from the sale of
Company  Common  Stock  (see below and " Note J.  Subsequent  event" of Notes to
Consolidated Financial Statements).

     The Company's  operating  activities provided cash flows of $360,000 in the
first  quarter of 2000  compared to $359,000 in the first  quarter of 1999.  The
primary  reasons for the slight  increase in  operating  cash flows in the first
quarter of 2000 are the decrease in net income, an increase in inventories,  and
payments made on accounts payable, and deferred  compensation,  which was offset
by decreases in accounts  receivable,  an increase in accrued  liabilities,  and
higher  depreciation and amortization  charges.  The Company made investments in
property,  plant and equipment of $281,000 in the first quarter of 2000 compared
to $595,000 in the first quarter 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
unused  portion of  $2,500,000  of the  revolving  credit  facility is available
($4,500,000  as of April 7, 2000) for  working  capital  and  general  corporate
purposes.

     Management believes that the $4,500,000 revolving credit facility, which is
up for renewal June 30, 2000, will be re-extended to June 30, 2001, and with its
present liquid resources and the expected  remaining $2.5 million line of credit
available ($4,500,000 as of April 7, 2000), along with cash flows expected to be
provided by operations, the Company will have 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.

     The  Company's  capital   expenditures  for  new  projects  and  production
equipment are anticipated to exceed its depreciation  and amortization  expenses
in fiscal 2000. The Company has issued purchase order  commitments to processing
equipment-manufacturing   vendors  for   approximately   $1,400,000  of  capital
equipment and building improvements.  The Company anticipates that during fiscal
2000 such  equipment  will be  purchased  and become  operational  and  building
improvements will be completed.



                                      -11-
<PAGE>

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


     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.


                                      -12-

<PAGE>


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


Year 2000 Readiness Disclosure

     The Company  recognized the need to assure that its operations would not be
adversely  impacted by Year 2000 software failures.  The Company's  manufactured
products do not contain  software of any kind and  therefore  are not subject to
Year 2000 problems. All of the Company's existing mission-critical manufacturing
and financial computer applications are Year 2000 compliant.  Key suppliers have
confirmed in writing that they are Year 2000 compliant.  Software revisions have
been performed by Company  employees and the total  estimated cost for achieving
Year 2000  compliance  was not material to the Company's  financial  position or
results of operations.

     The Year 2000  potential  problem  dates of January 1 and February 29, 2000
have passed without any significant software failures.  The Company is confident
that its computer systems are fully Year 2000 compliant, and that its operations
should  not be  adversely  affected  in the  future  as a result  of a Year 2000
software failure.

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.


                                      -13-
<PAGE>




PART II. OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds.

     On March 1, 2000, the Company sold a total of 15,000 shares of Common Stock
from its  treasury  to  certain  members  of the Board of  Directors  for a cash
purchase price of $8.00 per share,  the  approximate  market price of the Common
Stock on such date. In the stock sale, each of Albert H. Cohen, Edward H. Cohen,
and Joel H. Goldberg  purchased 5,000 shares of Common Stock. The sales of these
shares  were 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.


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 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, 1999.

11                Statement re: Computation of earnings per share.

27                Financial Data Schedule for the First Quarter
                  Ended April 1, 2000.

(b) Reports on Form 8-K.

      A Current Report on Form 8-K was filed on March 22, 2000 reporting
      Merrimac's results of operations for the fourth quarter
      and 1999 fiscal year.






                                        -14-


<PAGE>

                                   SIGNATURES

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


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

    Date: May 12, 2000                 By: /s/ Mason N. Carter
                                         -------------------------------------
                                         Mason N. Carter
                                         Chairman, President and
                                         Chief Executive Officer


    Date: May 12, 2000                By: /s/ Robert V. Condon
                                         -------------------------------------
                                         Robert V. Condon
                                         Vice President, Finance, Treasurer,
                                         Secretary and Chief Financial Officer








                                      -15-


<PAGE>
                                 EXHIBIT INDEX                    Sequentially
Exhibit                                                           Numbered Page

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, 1999.

11                Statement re: Computation of earnings per share.

27                Financial Data Schedule for the First Quarter
                  Ended April 1, 2000.

















                                      -16-