SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10 QSB

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 May 26, 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 May 26, 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.


                                       1
<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                  MAY 26, 2001

                                      INDEX

PART I   - FINANCIAL INFORMATION

           ITEM 1 -   FINANCIAL STATEMENTS

                        Condensed Statements of Income for the three
                          months and six months ended May 26, 2001 and
                          May 27, 2000.........................................3
                        Condensed Balance Sheets...............................4
                        Condensed Statements of Cash Flows.....................5

           ITEM 2 -   NOTES TO 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.
                       CONDENSED STATEMENTS OF OPERATIONS
                        (in thousands except share data)
                                   (unaudited)



PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                                                Statement of Income           Statement of Income
                                              For three months ended             Year-to-date
                                              5/26/01        5/27/00        5/26/01        5/27/00
                                            -----------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>            <C>

Sales, Net of Returns & Allowances          $     3,535    $     2,450    $     6,600    $     5,408

Cost of Goods Sold                               (2,569)        (1,808)        (4,835)        (3,999)
                                            -----------    -----------    -----------    -----------

    Gross Margin                            $       966    $       642    $     1,765    $     1,409

Selling, General & Administrative Expense          (675)          (584)        (1,334)        (1,184)

Miscellaneous interest income                        42             52             98             96
                                            -----------    -----------    -----------    -----------

    Pre-Tax Income                          $       333    $       110    $       529    $       321

Provision for Income Taxes                         (133)           (44)          (205)          (128)
                                            -----------    -----------    -----------    -----------

     Net Income                             $       200    $        66    $       324    $       193
                                            ===========    ===========    ===========    ===========

Net Income Per Share, Diluted               $       .06    $       .02    $       .10    $       .05


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

Weighted Average Number of Shares             3,127,151      3,627,151      3,294,975      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.



                                       3
<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                             CONDENSED BALANCE SHEET
                                 (in thousands)
                                   (unaudited)

                                     ASSETS

CURRENT ASSETS                                                              5/26/01     11/30/00
                                                                            --------    --------
<S>                                                                         <C>         <C>
     Cash                                                                   $    231    $  1,249
     Short term investments                                                    2,664       3,418
     Receivables, net of allowance for doubtful accounts of $89 on             2,004       1,901
         May 26, 2001 and $88 on November 30, 2000
     Inventories:
         Raw materials                                                         1,113       1,123
         Work-in process                                                       1,180       1,031
     Prepaid expenses and other current assets                                    22          37
     Deferred income tax                                                         200         200
                                                                            --------    --------

                               Total current assets                            7,414       8,959
                                                                            --------    --------

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                         80          80
     Buildings                                                                   498         498
     Facility improvements                                                       723         718
     Machinery and equipment                                                   4,829       4,746
     Furniture and fixtures                                                      387         380
                                                                            --------    --------
                               Total property, plant, and equipment            6,517       6,422

         Less accumulated depreciation                                        (5,335)     (5,200)
                                                                            --------    --------

     Net property, plant and equipment                                         1,182       1,222
                                                                            --------    --------

                               Total assets                                 $  8,596    $ 10,181
                                                                            ========    ========


CURRENT LIABILITIES:
     Accounts payable                                                       $    501    $    682
     Accrued compensation                                                        217         246
     Accrued professional fees                                                    33          72
     Other accrued liabilities                                                   249         289
     Income taxes payable                                                         94         101
                                                                            --------    --------

                               Total current liabilities                       1,094       1,390
                                                                            --------    --------

DEFERRED INCOME TAXES                                                             34          34

SHAREHOLDERS' EQUITY
     Common stock, ($.10 par value), authorized 10,000,000 shares,               363         363
         3,627,151 issued at May 26, 2001
     Paid-in capital                                                             885         885
     Treasury stock, 500,000 shares, at cost                                  (1,250)       --
     Retained earnings                                                         7,470       7,509
                                                                            --------    --------

                               Total shareholders' equity                      7,468       8,757
                                                                            --------    --------

                               Total liabilities and shareholders' equity   $  8,596    $ 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.



                                       4
<PAGE>
<TABLE>
<CAPTION>

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

                                                                             5/26/01    5/27/00
                                                                             -------    -------
<S>                                                                         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                              $   324    $   193
     Adjustments to reconcile net income to:
         Cash from operating activities:
             Depreciation and amortization                                       135        124
         Changes in current assets and liabilities:
             Accounts receivable                                                (103)        22
             Inventories                                                        (138)        58
             Prepaid expenses and other current assets                            14        195
             Income taxes, prepaid and deferred                                   (8)        68
             Accounts payable                                                   (181)       (44)
             Payroll and withholdings                                            (29)       (78)
             Accrued liabilities                                                 (78)       (23)
                                                                             -------    -------


                       Net cash (used in) provided by operating activities       (64)       515


CASH FLOWS FROM INVESTING ACTIVITIES:
        Decrease/ (increase) in short-term investments                           754       (779)
        Additions to property, plant and equipment                               (95)      (149)
                                                                             -------    -------


                       Net cash used in investing activities                     659       (928)

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                                                          (1,018)      (413)

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

Cash at end of period                                                        $   231    $    89
                                                                             =======    =======
</TABLE>

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



                                       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 May 26, 2001 and the
cash flows and the  results of  operations  for the three  months and six months
ended May 26, 2001 and May 27, 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 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  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.




                                       6
<PAGE>

                            MICROPAC INDUSTRIES, INC.
                                   (unaudited)


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

1.   Sales for the second  quarter and year to date 2001 totaled  $3,535,000 and
     $6,600,000,  respectively.  Sales for the second quarter increased 44.3% or
     $1,085,000 above sales for the same period of 2000 while year-to-date sales
     in 2001 increased  22.0% or $1,192,000  above the first six months of 2000.
     The  Company  was  able to  accomplish  these  increases  due to  increased
     bookings of new orders and an increased backlog. New orders for the quarter
     and year to date totaled  $3,089,000  and $7,  062,000,  respectively.  The
     Company's backlog for the comparable second quarters ended May 26, 2001 and
     May 27, 2000 totaled $5,895,000 and $5,355,000,  respectively.  Backlog has
     increased  10.0% or  $540,000  in the  comparable  second  quarters of 2001
     versus 2000.

2.   Cost of sales for the second  quarters  2001 versus 2000 totaled  72.7% and
     73.8%, respectively,  of net sales while year-to-date cost of sales for the
     same  comparable  years  totaled  73.3% and  73.9%.  Both the  quarter  and
     year-to-date cost of sales percentages  decreased slightly compared to 2000
     results.  The reduction is related  primarily to changes in product mix for
     the comparable periods.

3.   Selling,  general and  administrative  expenses for the second  quarter and
     year to date 2001 totaled 19.1% and 20.2%, respectively,  compared to 23.8%
     and 21.9% for the same quarter and year-to date in 2000. As a percentage of
     net sales, selling,  general and administrative expenses decreased for both
     comparative  periods.  In actual  dollars  expensed,  Selling,  General and
     Administrative  expenses increased $91,000 for the comparable  quarters and
     $150,000 for the comparable years-to-date. The increase in dollars expensed
     was related to increased selling salaries,  increased  commissions relating
     to higher sales revenues, and increased general and administrative expenses
     associated with the professional and legal fees pertaining to the Company's
     first  quarter   dividend  to  the  shareholders  and  the  treasury  stock
     transaction.

4.   Net income in the second quarter and year to date 2001 totaled $200,000 and
     $324,000, respectively, compared to $66,000 and $193,000 for the comparable
     periods in 2000.  Net  income  increased  for the  comparable  quarter  and
     year-to-date  periods due to increased  sales,  reduced cost of sales,  and
     reduced selling,  general and administrative expenses. Net income per share
     for the  comparable  quarters in 2001 versus  2000  totaled  $.06 and $.02,
     respectively.  Year- to-date income per share totaled $.10 and $.05 for the
     comparable  six  months of 2001 and 2000,  respectively.  The  increase  in
     income per share is related to  increased  net income and reduced  weighted
     average number of shares.

5.   New orders for the second quarter and year-to-date 2001 totaled  $3,089,000
     and $7,062,000,  respectively,  compared to $4,138,000 and $ $6,467,000 for
     the  comparable  periods of 2000.  New orders are for  add-on's to existing
     contracts,  re-buys for certain custom  products and continued sales of the
     Company's standard products.

6.   Backlog totaled $5,895,000 on May 26, 2001 compared to $5,355,000 as of May
     27, 2000 and  $5,492,000  on November 30, 2000.  The backlog  increase is a
     result of strong bookings in the first six months of the comparable  years.
     The backlog reflects a good mix of the Company's products, and shipments of
     a  significant  amount of the  backlog are  estimated  to be made in fiscal
     2001.

7.   Assets,  liabilities and shareholders'  equity totaled $8,596,000 as of May
     26,  2001  compared to  $10,181,000  on November  30,  2000,  a decrease of
     $1,585,000  since the  beginning of the year.  The  decrease is  attributed
     primarily to the use of cash to purchase  500,000 shares of stock valued at
     $1,250,000 and to pay a dividend of $.10 per share totaling $363,000 to the
     shareholders on record as of February 1, 2001.

8.   Cash and  short-term  investments  as of May 26,  2001  totaled  $2,895,000
     compared to $4,667,000 on November 30, 2000, a decrease of $1,772,000.  The
     decrease  in cash and  short-term  investments  is  attributable  to normal
     operating  activities,  investments in equipment,  the stock repurchase and
     dividend payments performed in the first quarter of 2001.

9.   Accounts  receivable  totaled $2,004,000 as of May 26, 2001 representing an
     increase of $103,000  since  November  30,  2000.  The increase in accounts
     receivable  is related to increased  sales.  Days' sales totaled 51 days on
     May 26, 2001 compared to 43 days on November 30, 2000.


                                       7
<PAGE>

10.  Inventories  totaled  $2,293,000  at the  end of the  second  quarter  2001
     compared to  $2,154,000  on November  30,  2000,  an increase of  $139,000.
     Inventories  are  comprised  of  raw  materials  totaling   $1,113,000  and
     work-in-process  inventories totaling $1,180,000. Raw materials inventories
     decreased   $10,000  since   November  30,  2000,   while   work-in-process
     inventories  increased $149,000.  The changes in inventories are related to
     changes in product mix and production requirements for the third quarter of
     2001.

11.  Current  liabilities  total  $1,094,000 as of May 26, 2001 and represents a
     decrease of $ 296,000  since  November  30,  2000.  The decrease in current
     liabilities  is related  primarily  to reduced  accounts  payable,  reduced
     accrued  employee  compensation  and  reduced  reserves  for  income  taxes
     payable.

12.  Shareholders'  equity decreased $1,289,000 in the first six months of 2001.
     Earnings per share for the six month period ended May 26, 2001 was $324,000
     or $.10 per share.  Retained  shareholders'  equity decreased by $1,250,000
     for the  repurchase of treasury  stock and by $363,000 for the payment of a
     dividend to the shareholders on February 21, 2001.



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

                  The annual stockholders' meeting was held on March 1, 2001 for
                  the  purposes  of  election  of  directors  to  serve  for the
                  upcoming  year,  voting  on a stock  option  plan for  certain
                  employees  within the company,  and to transact other business
                  that  was  brought  properly  to  the  meeting.  All  existing
                  directors  were  re-elected  to serve for the next  year.  The
                  employee stock option plan was approved by a majority vote. No
                  other  business was properly  presented for  discussion at the
                  meeting.

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
                                        ---------------------------------
                                                 Nicholas Nadolsky
Date 6-27-2001                               Chairman of the Board/CEO



                                                /s/ Dave Hendon
                                        ---------------------------------
                                                    Dave Hendon
Date 6-27-2001                                       Controller






                                       9