SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


                                   (Mark One)

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

                For the quarterly period ended February 28, 2009
                                       OR

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

                          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
                                                               -----------------

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 [ ]

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
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

      Large accelerated filer [ ]           Accelerated filer         [ ]
      Non-accelerated filer   [ ]           Smaller reporting company [X]
      (Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

On April 14, 2009 there were  2,578,315  shares of Common Stock,  $.10 par value
outstanding.



                                       1
<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                    FORM 10-Q

                                February 28, 2009

                                      INDEX

PART I - FINANCIAL INFORMATION
------------------------------

       ITEM 1 -  FINANCIAL STATEMENTS

                    Condensed  Balance  Sheets  as  of  February  28,  2009  and
                    November 30, 2008
                    Condensed  Statements  of  Operations  for the three  months
                    ended February 28, 2009 and March 1, 2008 (unaudited)
                    Condensed  Statements  of Cash  Flows for the  three  months
                    ended February 28, 2009 and March 1, 2008 (unaudited)
                    Notes to Condensed Financial Statements

       ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

       ITEM 3-   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       ITEM 4-   CONTROLS AND PROCEDURES



PART II  - OTHER INFORMATION
-------  -------------------

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





SIGNATURES








                                       2
<PAGE>
<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
                            MICROPAC INDUSTRIES, INC.
                            CONDENSED BALANCE SHEETS
                             (Dollars in thousands)

ASSETS
                                                                             (Unaudited)
CURRENT ASSETS                                                                2/28/09     11/30/08
                                                                              --------    --------
<S>                                                                           <C>         <C>
     Cash and cash equivalents                                                $  6,769    $  6,522
        Receivables, net of allowance for doubtful accounts of $89               2,557       3,243
         on February 28, 2009 and $89 on November 30, 2008
      Inventories:
         Raw materials                                                           2,289       2,368
         Work-in process                                                         2,773       2,696
                                                                              --------    --------
     Total Inventories                                                           5,062       5,064
     Prepaid expenses and other current assets                                      61         123
     Deferred income tax                                                           632         632
                                                                              --------    --------
                                  Total current assets                          15,081      15,584
                                                                              --------    --------

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                           80          80
     Buildings                                                                     498         498
     Facility improvements                                                         883         796
     Machinery and equipment                                                     6,506       6,488
     Furniture and fixtures                                                        603         603
                                                                              --------    --------
                                  Total property, plant, and equipment           8,570       8,465
         Less accumulated depreciation                                          (7,132)     (7,069)
                                                                              --------    --------
                                  Net property, plant, and equipment             1,438       1,396
                                                                              --------    --------


                                  Total assets                                $ 16,519    $ 16,980
                                                                              ========    ========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                         $    783    $  1,169
     Accrued compensation                                                          352         631
     Other accrued liabilities                                                     174         310
        Deferred revenue                                                           203         204
     Income taxes payable                                                          310          94
                                                                              --------    --------
                                  Total current liabilities                      1,822       2,408
                                                                              --------    --------

DEFERRED INCOME TAXES                                                               97          97

SHAREHOLDERS' EQUITY
     Common stock, ($.10 par value), authorized 10,000,000 shares,                 308         308
        3,078,315 issued and 2,578,315 outstanding at February 28,
        2009 and November 30, 2008
     Paid-in capital                                                               885         885
       Treasury stock, 500,000 shares, at cost                                  (1,250)     (1,250)
     Retained earnings                                                          14,657      14,532
                                                                              --------    --------

                                  Total shareholders' equity                    14,600      14,475
                                                                              --------    --------

                                  Total liabilities andshareholders' equity   $ 16,519    $ 16,980
                                                                              ========    ========


                 See accompanying notes to financial statements.

                                       3
<PAGE>


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

                                                         For three months ended
                                                         2/28/09        3/01/08
                                                       -----------    -----------

NET SALES                                              $     4,862    $     4,185
                                                       -----------    -----------


COST AND EXPENSES:

    Cost of goods sold                                      (3,372)        (2,913)

    Research and development
                                                               (81)           (94)

    Selling, general & administrative expenses                (824)          (780)
                                                       -----------    -----------

                        Total cost and expenses             (4,277)        (3,787)
                                                       -----------    -----------

OPERATING INCOME                                               585            398

    Interest income                                             14             69
                                                       -----------    -----------

INCOME BEFORE TAXES                                            599            467

    Provision for taxes                                       (216)          (177)
                                                       -----------    -----------

NET INCOME                                             $       383    $       290
                                                       ===========    ===========

NET INCOME PER SHARE, BASIC AND DILUTED                $      0.15    $      0.11


DIVIDENDS PER SHARE                                    $      0.10    $      0.10

WEIGHTED AVERAGE NUMBER OF SHARES, BASIC AND DILUTED     2,578,315      2,578,315


                 See accompanying notes to financial statements.




                                       4
<PAGE>


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


                                                                        For three months ended
                                                                          2/28/09    3/01/08
                                                                          -------    -------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                           $   383    $   290
     Adjustments to reconcile net income to:
         Cash from operating activities:
             Depreciation and amortization                                     63         65
         Changes in current assets and liabilities:
             Accounts receivable                                              686         45
             Inventories                                                        2        (12)
             Prepaid expenses and other current assets                         62         37
             Deferred revenue                                                  (1)       (55)

             Accounts payable                                                (386)        74
             Accrued compensation                                            (279)      (236)
             Other accrued liabilities                                       (136)       (59)
             Income taxes payable                                             216         58
                                                                          -------    -------


                    Net cash provided by operating activities                 610        207
                                                                          -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Changes in investments                                                  0        500
        Additions to property, plant and equipment                           (105)       (69)
                                                                          -------    -------


                    Net cash provided by (used in) investing activities      (105)       431
                                                                          -------    -------


CASH FLOWS FROM FINANCING ACTIVITIES
         Cash dividend                                                       (258)      (258)
                                                                          -------    -------

                    Net cash used in financing activities                    (258)      (258)
                                                                          -------    -------

Net change in cash and cash equivalents                                       247        380

Cash and Cash Equivalents at beginning of period                            6,522      4,394
                                                                          -------    -------

Cash and Cash Equivalents at end of period                                $ 6,769    $ 4,774
                                                                          =======    =======

Supplemental Cash Flow Disclosure

      Cash Paid For Income Taxes                                          $     0    $   123
                                                                          =======    =======

</TABLE>

                 See accompanying notes to financial statements.



                                       5
<PAGE>

                                         MICROPAC INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1 BASIS OF PRESENTATION

In the opinion of management,  the unaudited  financial  statements  include all
adjustments  (consisting  of only normal,  recurring  adjustments)  necessary to
present  fairly the financial  position as of February 28, 2009,  the cash flows
for the three months ended  February 28, 2009 and March 1, 2008, and the results
of  operations  for the three months ended  February 28, 2009 and March 1, 2008.
Unaudited financial statements are prepared on a basis substantially  consistent
with those audited for the year ended November 30, 2008. Certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally  accepted  accounting  principles 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 SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial  statements and the reported  amounts of sales and expenses during
the reporting period. Actual results could differ from those estimates.

Revenue Recognition
-------------------

Revenues are recorded as  deliveries  are made based upon contract  prices.  Any
losses  anticipated on fixed price  contracts are provided for currently.  Sales
are recorded net of sales returns, allowances and discounts.

Inventories
-----------

Inventories  are stated at lower of cost or market  value and include  material,
labor and  manufacturing  overhead.  All  inventories  are valued using the FIFO
(first-in,  first-out)  method of inventory  valuation.  The Company provides an
allowance for obsolete and overstocked inventory.

Income Taxes
------------

The Company  accounts  for income  taxes using the asset and  liability  method.
Under this method the Company  records  deferred  income taxes for the temporary
differences  between the financial  reporting  basis and the tax basis of assets
and  liabilities at enacted tax rates expected to be in effect when such amounts
are realized or settled.  The resulting  deferred tax liabilities and assets are
adjusted to reflect  changes in tax law or rates in the period that includes the
enactment date.

Property, Plant, and Equipment
------------------------------

Property, plant, and equipment are carried at cost, and depreciation is provided
using the  straight-line  method at rates  based  upon the  following  estimated
useful lives (in years) of the assets:

     Buildings........................................................15
     Facility improvements..........................................8-15
     Machinery and equipment........................................5-10
     Furniture and fixtures..........................................5-8

The Company assesses long-lived assets for impairment under Financial Accounting
Standards Board Statement of Financial  Accounting Standards No. 144, Accounting
for  the   Impairment  or  Disposal  of  Long-Lived   Assets.   When  events  or
circumstances  indicate  that  an  asset  may  be  impaired,  an  assessment  is
performed.  The estimated  future  undiscounted  cash flows  associated with the
asset are compared to the asset's net book value to determine if a write down is
required.

Repairs and maintenance are charged against income when incurred.  Improvements,
which extend the useful life of property, plant, and equipment are capitalized.

Research and Development Costs
------------------------------

Costs for the design and development of new products are expensed as incurred.

                                       6
<PAGE>

Comprehensive Income

Comprehensive income includes net income and other comprehensive income which is
generally  comprised  of  changes  in  the  fair  value  of   available-for-sale
marketable  securities.  For each period presented in the accompanying statement
of income, comprehensive income and net income are the same amount.

Note 3 RELATED PARTY TRANSACTIONS

Glast,  Phillips & Murray, P.C. serves as the Company's legal counsel. Mr. James
K. Murphey, a director and member of the Company's audit committee,  is a member
of Glast, Phillips & Murray, P.C.

Mr. Eugene Robinson, a director of the Company and member of the Company's audit
committee, provides advisory services to the Company.

Note 4 STOCK-BASED COMPENSATION

On March 1, 2001,  the Company's  shareholders  approved the 2001 Employee Stock
Option  Plan (the "Stock  Plan").  As of  February  28, 2009 there were  500,000
options available to be granted. No options have been granted to date.

Note 5 COMMITMENTS

On June 1, 2008 the  Company  renewed  an  uncollateralized  $3,000,000  line of
credit  agreement with a bank for a term of two (2) years.  The interest rate is
equal to the prime rate less 1/4%. The line of credit  requires that the Company
maintain certain financial ratios.  The financial  covenants require the Company
to  maintain  a quick  ratio of at least 1:1,  maintain a tangible  net worth of
$10,000,000 plus 75% of future net income,  and maintain a total  liabilities to
tangible net worth of less than 1.25:1.  The Company is in compliance with these
covenants.  The  Company  has not, to date,  used any of the  available  line of
credit.

Note 6 EARNINGS PER COMMON SHARE

Basic and  diluted  earnings  per share are  computed  based  upon the  weighted
average number of shares outstanding during the year. Diluted earnings per share
gives effect to all dilutive potential common shares. For the three months ended
February  28, 2009 and March 1, 2008,  the  Company  had no  dilutive  potential
common stock.

Note 7 SHAREHOLDERS' EQUITY

On December  19,  2007,  the Board of  Directors  of Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on January 25, 2008. The dividend  payment was paid to  shareholders on February
8, 2008.

On January 12, 2009 the Board of Directors of Micropac Industries, Inc. approved
the payment of a special  dividend of $0.10 per share for shareholders of record
as of January  26,  2009.  The  dividend  payment  was paid to  shareholders  on
February 09, 2009.



                                       7
<PAGE>

                            MICROPAC INDUSTRIES, INC.
                                   (Unaudited)


ITEM 2 -  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF THE FINANCIAL  CONDITION AND
          ----------------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

Business

Micropac Industries, Inc. (the "Company"), a Delaware corporation,  manufactures
and distributes various types of hybrid  microelectronic  circuits,  solid state
relays,  power  operational  amplifiers,   and  optoelectronic   components  and
assemblies.  The  Company's  products are used as components in a broad range of
military,  space and industrial systems,  including aircraft instrumentation and
navigation systems,  power supplies,  electronic  controls,  computers,  medical
devices,  and  high-temperature  (200o C) products.  The Company's  products are
either custom (being application  specific circuits designed and manufactured to
meet the particular requirements of a single customer) or standard,  proprietary
components such as catalog items.

The Company's  facilities  are certified and qualified by Defense  Supply Center
Columbus  (DSCC) to  MIL-PRF-38534  (class K-space  level),  MIL-PRF-19500  JANS
(space level),  and MIL-PRF-28750  (class K space level) and is certified to ISO
9001-2002.   Micropac  is  a  NASA  core   supplier,   and  is   registered   to
AS9100-Aerospace Industry standard for supplier certification.

The Company's  core  technology is the packaging and  interconnect  of miniature
electronic  components,  utilizing  thick  film and thin  film  substrates,  and
forming microelectronics circuits. Other technologies include light emitting and
light  sensitive  materials and products,  including  light emitting  diodes and
silicon  phototransistors  used in the Company's  optoelectronic  components and
assemblies.



Results of Operations

                                                  Three months ended
                                              2/28/2009    3/01/2008

NET SALES                                          100.0%   100.0%

COST AND EXPENSES:
    Cost of goods sold                              69.4%    69.6%
    Research and development                         1.7%     2.3%
    Selling, general & administrative expenses      16.9%    18.6%
                                                   ------   ------

               Total cost and expenses              88.0%    90.5%


OPERATING INCOME BEFORE INTEREST                    12.0%     9.5%
           AND INCOME TAXES

    Interest income                                   .3%     1.6%

INCOME BEFORE TAXES                                 12.3%    11.1%

    Provision for taxes                              4.4%     4.2%

NET INCOME                                           7.9%     6.9%



Sales for the first quarter ended  February 28, 2009 totaled  $4,862,000.  Sales
for the first  quarter  increased  16.2% or  $677,000  above  sales for the same
period of 2008.  Sales were 14% in the  commercial  market,  55% in the military
market,  and 31% in the space market  compared to 15% in the commercial  market,
62% in the military  market,  and 23% in the space market for the same period of
2008.  The major  increase in sales was with the space  level  power  management
products sold to various  customers offset with a decrease in the standard power
management products.

                                       8
<PAGE>

Cost of goods sold for the first  quarter  2009  versus 2008  totaled  69.4% and
69.6% of net sales. Cost of goods sold dollars  increased  $459,000 in the first
quarter of 2009, compared to 2008 with an increase in material cost of $290,000,
labor  cost of  $59,000,  and  overhead  cost of  $110,000  associated  with the
increase in sales of space level products.

Research and  development  cost decreased  $13,000 for the first quarter of 2009
compared to the same period of 2008. The research and  development  expenditures
were associated with continued development of power management products and high
temperature products.

Selling,  general  and  administrative  expenses  for the first  quarter of 2009
totaled 16.9%,  compared to 18.6% for the same period in 2008. Selling,  general
and  administrative  expenses  increased  $44,000 in the first  quarter of 2009,
compared to 2008.  The majority of the increase was  associated  with  increased
salaries with the addition of two administrative employees.

Interest income decreased  $55,000 for the first quarter of 2009 compared to the
same  period  in 2008.  The  decrease  is  attributable  to lower  yields on the
company's  money market  investments  associated  with the current  economic and
banking conditions.

Provisions for taxes increased $39,000 for the first quarter of 2009 compared to
the same  period in 2008.  The  estimated  effective  tax rate was 36% for first
quarter of 2009 compared to 38% for the same period of 2008. The decrease in the
effective  tax rate was due to the increase in the Section 199 domestic  federal
tax deduction.

Net income in the first quarter of 2009 totaled  $383,000,  compared to $290,000
for the  comparable  period in 2008.  Net income per share totaled $.15 and $.11
for the comparable three months of 2009 and 2008, respectively.

Total  assets  decreased  $461,000 to  $16,519,000  as of February 28, 2009 from
$16,980,000 as of November 30, 2008.

Cash and  short-term  investments  as of February  28, 2009  totaled  $6,769,000
compared to  $6,522,000  on November  30,  2008 an  increase  of  $247,000.  The
increase in cash and short-term investments is attributable to $610,000 net cash
provided by operations, offset by the payment of a cash dividend of $258,000 and
the investment of $105,000 in equipment and facility improvements.

Account  receivables  totaled $2,557,000 as of February 28, 2009 from $3,243,000
as of November 30, 2008, a decrease of $686,000.  Accounts receivable  decreased
with improved  collections in the first quarter of 2009. Days sales  outstanding
averaged 45 days in the first quarter of 2009.

Inventories  totaled $5,062,000 at the end of the first quarter 2009 compared to
$5,064,000 on November 30, 2008, a decrease of $2,000. Raw materials inventories
including  supplies  decreased  $79,000 since  November 30, 2008,  while work-in
process inventories increased $77,000.

Current  liabilities  totaled  $1,822,000  on February 28, 2009  representing  a
decrease of $586,000 from November 30, 2008. Accounts payable decreased $386,000
with the payment to one vendor of $933,000 offset with new purchases of $539,000
for space level die used in the power management products.  Accrued compensation
decreased $279,000 related to the payment of a cash bonus to all employees.

Shareholders' equity increased $125,000 in the first three months of 2009 with a
net income of $383,000 offset by the dividend payment of $258,000.  Earnings per
share for the three month period totaled $.15 per share.

Liquidity and Capital Resources
-------------------------------

Cash and  short-term  investments  as of February  28, 2009  totaled  $6,769,000
compared to  $6,522,000  on November  30,  2008,  an increase of  $247,000.  The
increase in cash and short-term investments is attributable to $610,000 net cash
provided by operations, offset by the payment of a cash dividend of $258,000 and
the investment of $105,000 in equipment and facility improvements.

Cash flows from operating  activities  for the quarter ending  February 28, 2009
were $610,000 compared to $207,000 for the quarter ending March 1, 2008.

A  special  cash  dividend  of  $258,000  was paid on  February  9,  2009 to all
shareholders of record on January 26, 2009.

On June 1, 2008 the  Company  renewed  an  uncollateralized  $3,000,000  line of
credit  agreement with a bank for a term of two (2) years.  The interest rate is
equal to the prime rate less 1/4%. The line of credit  requires that the Company
maintain certain financial ratios.  The financial  covenants require the Company
to  maintain  a quick  ratio of at least 1:1,  maintain a tangible  net worth of
$10,000,000 plus 75% of future net income,  and maintain a total  liabilities to
tangible net worth of less than 1.25:1.  The Company is in compliance with these
covenants.  The  Company  has not, to date,  used any of the  available  line of
credit.

                                       9
<PAGE>

The  Company  expects  to  generate  adequate  amounts  of cash from the sale of
products and services and the collection thereof to meet its liquidity needs for
at least the next twelve months.

Outlook
-------

New  orders  for the  first  quarter  of 2009  totaled  $3,976,000  compared  to
$4,618,000 for the comparable period of 2008.

Backlog  totaled  $7,841,000  on February 28, 2009  compared to $8,351,000 as of
March 1, 2008.

The decrease in new orders and backlog is primarily attributable to lower orders
on the optoelectronic  components from the Company's  distribution  channels and
standard power management products to international  customers.  The majority of
the backlog is shippable in the next twelve (12) months.

The Company  cannot assure that the results of operations for the interim period
presented  are   indicative  of  total  results  for  the  entire  year  due  to
fluctuations  in customer  delivery  schedules,  or other factors over which the
Company has no control.

Cautionary Statement
--------------------

This Form 10-Q contains forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
Actual   results   could   differ   materially.   Investors   are  warned   that
forward-looking  statements involve risks and unknown factors including, but not
limited to, customer cancellation or rescheduling of orders,  problems affecting
delivery  of  vendor-supplied   raw  materials  and  components,   unanticipated
manufacturing problems and availability of direct labor resources.

Such  risks  and  uncertainties  include,  but are  not  limited  to  historical
volatility  and  cyclicality  of the  semiconductor  and  semiconductor  capital
equipment  markets that are subject to significant and often rapid increases and
decreases in demand. In addition, the Company produces silicon  phototransistors
and light  emitting diode die for use in certain  military,  standard and custom
products.  Fabrication  efforts sometimes may not result in successful  results,
limiting the  availability of these  components.  Competitors  offer  commercial
level  alternatives and our customers may purchase our competitors'  products if
the Company is not able to manufacture the products using these  technologies to
meet the customer demands.  Approximately $1,064,000 of the Company's backlog is
dependent on these semiconductors.

The  Company  disclaims  any   responsibility  to  update  the   forward-looking
statements contained herein, except as may be required by law.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        ----------------------------------------------------------

Not  applicable

ITEM 4. CONTROLS AND PROCEDURES
        -----------------------

(a) Evaluation of disclosure controls and procedures.

         The Chief Executive  Officer and Chief Financial Officer of the Company
         evaluated the Company's  disclosure controls and procedures (as defined
         in Exchange Act Rules 13a-15 (e) as of February 28, 2009 and,  based on
         this evaluation,  concluded that the Company's  disclosure controls and
         procedures are  functioning  in an effective  manner to ensure that the
         information required to be disclosed by the Company in the reports that
         it files or submits  under the Exchange  Act, is  recorded,  processed,
         summarized and reported, within the time periods specified in the SEC's
         rules and forms. .

(b) Changes in internal controls.

         There  has  been no  change  in the  Company's  internal  control  over
         financial  reporting  that has  materially  affected,  or is reasonably
         likely to  materially  affect,  the  Company's  internal  control  over
         financial reporting.


PART II - OTHER INFORMATION

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

                  The Company is not involved in any material current or pending
                  legal proceedings.

                                       10
<PAGE>

ITEM 2.           UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                  -----------------------------------------------------------

                  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
                  --------------------------------

                  (a) Exhibits

                  31.1  Certification  of Chief  Executive  Officer  pursuant to
                  Section 302 of the Sarbanes- Oxley Act of 2002

                  31.2  Certification  of Chief  Accounting  Officer pursuant to
                  Section 302 of the Sarbanes- Oxley Act of 2002

                  32.1  Certification of Chief Executive  Officer pursuant to 18
                  U.S.C. section 1350, as adopted pursuant to section 906 of the
                  Sarbanes-Oxley act of 2002.

                  32.2  Certification of Chief Accounting Officer pursuant to 18
                  U. S. C. section 1350,  as adopted  pursuant to section 906 of
                  the Sarbanes-Oxley act of 2002.

                  (b) Reports on Form 8-K

                  Effective   October   10,   2007,   the   Company's   majority
                  shareholder,  Mr. Heinz-Werner Hempel,  transferred all of the
                  shares  of the  Company's  common  stock,  $.10 par  value and
                  consisting of 1,952.577 shares to "Micropac Industries,  Inc."
                  Vermoegensverwaltungsgesellschaft  buergerlichen  Rechts. This
                  Partnership  is  composed  of Mr.  Hempel,  his  son  and  his
                  daughter.  As the consideration for this transfer,  Mr. Hempel
                  received a 99.98%  share in this  partnership  and retains the
                  sole voting and management control.  His son and daughter each
                  own 0.01% in this Partnership.

                  On  December  19,  2007,  the Board of  Directors  of Micropac
                  Industries,  Inc.  approved  the  payment  of a $.10 per share
                  dividend to all  shareholders  of record on January 25,  2008.
                  The dividend  payment was paid to  shareholders on February 8,
                  2008.

                  On January 23, 2008,  Mr.  Nadolsky  announced his plan not to
                  run for re-election as a Director and Chairman of the Board of
                  Micropac  Industries,  Inc.  (the  "Company")  due  to  health
                  reasons.  Mr.  Nadolsky  continued to serve in such  positions
                  until the Company's Annual  Shareholder  Meeting held on March
                  7, 2008.


                  On October 15, 2008, the Board of Directors elected Mr. Eugene
                  A. Robinson, 69, as a director to the board.

                  On  January  12,  2009 the  Board  of  Directors  of  Micropac
                  Industries, Inc. approved the payment of a special dividend of
                  $0.10 per share for  shareholders  of record as of January 26,
                  2009.  The  dividend  payment  was  paid  to  shareholders  on
                  February 09, 2009.

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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.




April 14, 2009                                 /s/ Mark King
--------------                                 -------------
Date                                           Mark King
                                               Chief Executive Officer




April 14, 2009                                /s/ Patrick Cefalu
--------------                                ------------------
Date                                          Patrick Cefalu
                                              Chief Financial Officer











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