SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10 QSB/A

OMB Approval
OMB Number XXXX-XXXX
Expires Approval Pending
Estimated Average Burden Hours Per Response 1.0


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

                      for the Quarter Ended August 25, 2001


              For the Transition Period from _________ to _________
                          Commission File Number 0-5109


                            MICROPAC INDUSTRIES, INC.




Delaware                                                             75-1225149
------------------------                       ---------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)

905 E. Walnut, Garland, Texas                                              75040
-----------------------------                                   ----------------
(Address of Principal Executive Office)                               (Zip Code)

Registrant's Telephone Number, including Area Code                (972) 272-3571
                                                                ----------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 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
   ----------              ----------


At October 9, 2001,  there were 3,627,151  shares issued and 3,127,151 shares of
registrant's  common stock  outstanding.  The  aggregate  market value of Common
Stock could not be  determined  since  there is no  established  public  trading
market for the Company's Common Stock.

<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                 AUGUST 25, 2001

                                      INDEX

PART I -  FINANCIAL INFORMATION

          ITEM 1 - UNAUDITED FINANCIAL STATEMENTS

                 Condensed Statements of Operations for the three months
                      and nine months ended August 25, 2001 and
                      August 26, 2000                                          3
                 Condensed Balance Sheet as of August 25, 2001 and
                      November 30, 2000                                        4
                 Condensed Statements of Cash Flows for the nine months
                      ended August 25, 2001 and August 26, 2000                5

          ITEM 2 - NOTES TO CONDENSED FINANCIAL STATEMENTS                     6

          ITEM 3 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS.                   7



PART II - OTHER INFORMATION

          ITEM 1 - LEGAL PROCEEDINGS                                           8
          ITEM 2 - CHANGES IN SECURITIES                                       8
          ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                             8
          ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         8
          ITEM 5 - OTHER INFORMATION                                           8
          ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                            8


SIGNATURES                                                                     9







                                       2
<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                      (in thousands except per share data)



PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                                                        For Three Months Ended         For Nine Months Ended
                                                        8/25/01        8/26/00        8/25/01        8/26/00
                                                        -------        -------        -------        -------
<S>                                                   <C>            <C>            <C>            <C>

Sales, Net of Returns, and Allowances                 $     3,285    $     3,566    $     9,885    $     8,974

Cost of Goods Sold                                         (2,446)        (2,442)        (7,281)        (6,441)
                                                      -----------    -----------    -----------    -----------

    Gross Margin                                      $       839    $     1,124    $     2,604    $     2,533

Selling, General, and Administrative Expense                 (635)          (618)        (1,969)        (1,803)

Miscellaneous interest income                                  31             65            129            162
                                                      -----------    -----------    -----------    -----------

    Net Income before Taxes                           $       235    $       571    $       764    $       892

Provision for Income Taxes                                    (94)          (228)          (299)          (357)
                                                      -----------    -----------    -----------    -----------

     Net Income                                       $       141    $       343    $       465    $       535
                                                      ===========    ===========    ===========    ===========

Net Income Per Share, Basic and Diluted               $       .05    $       .09    $       .14    $       .15

Dividends per Share                                          --             --      $       .10           --

Weighted Average Number of Basic and Diluted Shares     3,127,151      3,627,151      3,238,262      3,627,151

</TABLE>


These  statements  reflect all adjustments  which, in the opinion of management,
are  necessary  for fair  statement of the results for the interim  period.  See
notes to the interim condensed financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                        UNAUDITED CONDENSED BALANCE SHEET
                         (in thousand except share data)


                                     ASSETS

CURRENT ASSETS                                                               8/26/01    11/30/00
                                                                            --------    --------
<S>                                                                         <C>         <C>

     Cash                                                                   $    385    $  1,249
     Short term investments                                                    2,665       3,418
     Receivables, net of allowance for doubtful accounts of $89 on             1,756       1,901
         August 25, 2001 and $88 on November 30, 2000
     Inventories:
         Raw materials                                                         1,075       1,123
         Work-in process                                                       1,143       1,031
     Prepaid expenses and other current assets                                   101          37
     Deferred income tax                                                         200         200
                                                                            --------    --------

                               Total current assets                            7,325       8,959
                                                                            --------    --------

PROPERTY, PLANT, AND EQUIPMENT, at cost:
     Land                                                                         80          80
     Buildings                                                                   498         498
     Facility improvements                                                       732         718
     Machinery and equipment                                                   4,855       4,746
     Furniture and fixtures                                                      389         380
                                                                            --------    --------
                               Total property, plant, and equipment            6,554       6,422

         Less accumulated depreciation                                        (5,402)     (5,200)
                                                                            --------    --------

     Net property, plant, and equipment                                        1,152       1,222
                                                                            --------    --------

                               Total assets                                 $  8,477    $ 10,181
                                                                            ========    ========

                      LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                       $    312    $    682
     Accrued compensation                                                        213         246
     Accrued professional fees                                                    58          72
     Other accrued liabilities                                                   243         289
     Income taxes payable                                                          8         101
                                                                            --------    --------

                               Total current liabilities                         834       1,390
                                                                            --------    --------

DEFERRED INCOME TAXES                                                             34          34

SHAREHOLDERS' EQUITY
     Common stock, ($.10 par value), 10,000,000 shares authorized,               363         363
          3,627,151 shares issued at August 25, 2001
     Paid-in capital                                                             885         885
     Treasury stock, 500,000 shares, at cost                                  (1,250)       --
     Retained earnings                                                         7,611       7,509
                                                                            --------    --------

                               Total shareholders' equity                      7,609       8,757
                                                                            --------    --------

                               Total liabilities and shareholders' equity   $  8,477    $ 10,181
                                                                            ========    ========

</TABLE>

These statements reflect all adjustments which, in the opinion of management,
are necessary for fair statement of the results for the interim period. See
notes to the interim condensed financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                                                            For the Nine Months Ended
                                                                            8/25/01           8/26/00
                                                                            -------           -------
<S>                                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                             $   465           $   535
     Adjustments to reconcile net income to
         cash from operating activities:
             Depreciation                                                       202               182
         Changes in current assets and liabilities:
             Accounts receivable                                                145              (663)
             Inventories                                                        (64)              104
             Prepaid expenses and other current assets                          (64)              179
             Income taxes payable                                               (93)              177
             Accounts payable                                                  (370)              153
             Accrued compensation                                               (33)              (83)
             Accrued liabilities                                                (60)                8
                                                                            -------           -------


                      Net cash provided by operating activities                 128               592

CASH FLOWS FROM INVESTING ACTIVITIES:
        Decrease (increase) in short-term investments                           753              (842)
        Additions to property, plant, and equipment                            (132)             (252)
                                                                            -------           -------


                      Net cash provided by (used in) investing activities       621            (1,094)


CASH FLOWS FROM FINANCING ACTIVITIES:
         Acquisition of treasury stock                                       (1,250)             --
         Cash dividend                                                         (363)             --
                                                                            -------           -------

                      Net cash used in financing activities                  (1,613)             --
                                                                            -------           -------

Net decrease in cash                                                           (864)             (502)

Cash at beginning of period                                                   1,249               502
                                                                            -------           -------

Cash at end of period                                                       $   385           $  --
                                                                            =======           =======

</TABLE>


These  statements  reflect all adjustments  which, in the opinion of management,
are  necessary  for fair  statement of the results for the interim  period.  See
notes to the interim condensed financial statements.

                                       5
<PAGE>

                            MICROPAC INDUSTRIES, INC.
                                   (unaudited)




ITEM 2 - NOTES TO FINANCIAL STATEMENTS

Note 1  Management Representations

In the opinion of management,  the unaudited  consolidated  financial statements
include all  adjustments  (consisting  of only  normal,  recurring  adjustments)
necessary  to present  fairly the  financial  position as of August 25, 2001 and
November 30, 2000, and the cash flows and the results of operations for the nine
months ended August 25, 2001 and August 26, 2000. Unaudited financial statements
are prepared on a basis substantially consistent with those audited for the year
ended  November  30, 2000.  The results of  operations  for the interim  periods
presented  may not be  indicative  of total  results for the full year.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  have  been  condensed  or  omitted  pursuant  to the  rules  and
regulations  promulgated  by the Securities  and Exchange  Commission.  However,
management  believes  that the  disclosures  contained  are adequate to make the
information presented not misleading.

Note 2 Shareholders' Equity

The Board of Directors of Micropac  Industries,  Inc.  approved the payment of a
$.10 per share dividend to all  shareholders  of record on February 1, 2001. The
dividend payment was paid to shareholders on February 21, 2001.

On February 3, 2001, the Company  repurchased  500,000 shares at $2.50 per share
from a significant individual shareholder who is also a member of management.

On August 15,  2001,  the  Company  initiated  a stock  option  plan under which
options may be granted to officers and employees at the fair market value on the
date of grant.  At August 25,  2001,  there were no options made  available  for
grant.

Note 3 Line of Credit

On June 8, 2001, the Company entered into a line of credit  agreement with Frost
National Bank, Dallas,  Texas (the "Bank").  The line of credit agreement is for
$3,000,000  at the Bank's  current  prime rate  minus  1/4%.  The line of credit
matures on June 7, 2002.  The  Company can use the line of credit for any normal
business  activity  requiring  substantial  amounts of cash. The Company at this
time has not borrowed  against the line of credit.  Financial  covenants must be
met on a quarterly  and annual  basis.  In  addition to the line of credit,  the
Company  has  opened  operating,  payroll  and  investment  accounts  with Frost
National Bank.





                                       6
<PAGE>

ITEM 3 -  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF THE FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS

1.   Sales for the third quarter 2001 totaled $3,285,000, a decrease of $281,000
     or 7.9%  from the  third  quarter  of  2000;  while  year-to-date  sales of
     $9,885,000  represent  an  increase  of  $911,000,   or  10.2%,  above  the
     comparable  period in 2000. The sales decrease in the third quarter was due
     primarily to decreased activity in the semiconductor industry.

2.   Cost of sales for the third quarter 2001 totaled 74.5% of related  revenues
     compared  to  68.5%  for the  same  quarter  in 2000  while  cost of  sales
     year-to-date  2001  totaled  73.7% of  revenues  compared  to 71.8% for the
     comparable  period  of 2000.  The  increase  in cost of sales  was  related
     primarily  to changes in product mix  compared  to the prior year  combined
     with stable manufacturing overhead expenses on reduced sales.

3.   Selling, general and administrative expenses totaled 19.3% of net sales for
     the quarter and 19.9% for  year-to-date  2001,  compared to 17.3% and 20.1%
     respectively for the comparable periods in 2000.

4.   Interest income derived from short-term investments totaled $31,000 for the
     quarter and  $129,000  year-to-date.  Interest  income was down $34,000 and
     $33,000  respectively  for  the  third  quarter  and  year-to-date  of 2001
     compared to the prior year's  results.  The decrease in interest  income is
     related  primarily to the  reduction of short-term  interest  rates for the
     Company's certificates of deposit.

5.   Net income in the third quarter and year-to-date  2001 totaled $141,000 and
     $465,000,  respectively.  Net income decreased  $202,000 for the comparable
     quarters and $70,000 for the comparable  nine-month periods. Net income was
     down for the comparable  quarters due to decreased sales and increased cost
     of sales.  Year-to-date  net income was below the prior year's  performance
     due to increased  manufacturing cost and decreased  miscellaneous  interest
     income for the comparable  nine-month periods. Net income per share for the
     comparable   quarters  in  2001  versus   2000   totaled   $.05  and  $.09,
     respectively, while income per share for the comparable nine months of 2001
     and 2000 totaled $.14 and $.15, respectively.

6.   New orders for the third  quarter  and nine  months  ended  August 25, 2001
     totaled $3,612,000 and $10,674,000,  respectively,  representing a decrease
     of $178,000  compared to third  quarter  2000  results;  and an increase of
     $436,000 for the  nine-month  comparable  periods.  New orders in the third
     period  were  impacted  primarily  by the  slowdown  in  the  semiconductor
     industry.

7.   Backlog totaled  $6,208,000 on August 25, 2001 compared to $5,572,000 as of
     August 26, 2000 and $5,492,000 on November 30, 2000.  The backlog  increase
     is a result of  increased  bookings  for the  comparable  nine  months 2001
     versus  2000 and to  manufacturing  delays on new  contracts.  The  backlog
     reflects a good mix of the Company's products.  A significant amount of the
     backlog will be shipped within the next six months.

8.   Assets, and liabilities,  and shareholders' equity totaled $8,477,000 as of
     August 25, 2001 compared to $10,181,000 on November 30, 2000, a decrease of
     $1,704,000.  The  decrease is  attributed  primarily  to the use of cash to
     purchase  500,000  shares of Company stock valued at $1,250,000  and to pay
     dividends totaling $363,000 to the shareholders on record as of February 1,
     2001. In addition,  accounts receivable decreased $145,000 due to decreased
     sales in the third quarter.  Day's sales totaled 48 days on August 25, 2001
     compared to 43 days on November 30, 2000.

9.   Cash and short-term  investments  as of August 25, 2001 totaled  $3,050,000
     compared to $4,667,000 on November 30, 2000, a decrease of $1,617,000.  The
     decrease in cash and short-term  investments is  attributable  primarily to
     the stock repurchase and dividend payments.

10.  Inventories totaled $2,218,000 at August 25, 2001 compared to $2,154,000 on
     November 30, 2000, an increase of $64,000. Inventories are comprised of raw
     materials  totaling  $1,075,000 and  work-in-process  inventories  totaling
     $1,143,000.  Raw materials inventories decreased $48,000 since November 30,
     2000, while work-in-process  inventories increased $112,000. The changes in
     inventories   are  related  to  changes  in  product  mix  and   production
     requirements for the fourth quarter.

11.  Current liabilities totaled $834,000 as of August 25, 2001, a decrease of $
     556,000 since  November 30, 2000.  The decrease in current  liabilities  is
     related  primarily to reduced accounts  payable,  reduction of reserves for
     income  taxes  payable,  reduction  of  miscellaneous  reserves for product
     returns and reduced employee compensation reserves.


                                       7
<PAGE>

12.  Shareholders' equity decreased $1,148,000 in the first nine months of 2001.
     Earnings  through  August 25,  2001  totaled  $465,000,  or $.14 per share.
     Earnings for the year were offset by the Company's  stock  repurchase and a
     dividend  payment  to  shareholders  of record on  February  1,  2001.  The
     repurchase of company stock  decreased  shareholders'  equity by $1,250,000
     while the declared dividend  decreased  shareholders'  equity an additional
     $363,000.


PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS
                  -----------------

                  The Company is not involved in any material current or pending
                  legal  proceedings,  other than  ordinary  routine  litigation
                  incidental to its business.

ITEM 2.           CHANGES IN SECURITIES
                  ---------------------

                  None

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES
                  -------------------------------

                  None

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  ---------------------------------------------------

                  None

ITEM 5.           OTHER INFORMATION

                  None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K
                  --------------------------------

                  None





                                       8
<PAGE>

SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
                  1934, the  Registrant has duly caused this report to be signed
                  on its behalf by the undersigned duly authorized.

                                    MICROPAC INDUSTRIES, INC.



                                      /s/ Nicholas Nadolsky
                                    ----------------------------
Date 10-9-2001                            Nicholas Nadolsky
                                     Chairman of the Board/CEO



                                      /s/ Dave Hendon
                                    ----------------------------
Date 10-9-2001                            Dave Hendon
                                           Controller






                                       9