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 29, 2004


              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)

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

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 29,  2004 there were  3,078,315  shares  issued and  2,578,315  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

                                  MAY 29, 2004

                                      INDEX

PART I   - FINANCIAL INFORMATION

                  ITEM 1 - FINANCIAL STATEMENTS

                           Condensed  Statements  of  Operations  for the  three
                           months and six months  ended May 29, 2004 and May 31,
                           2003
                           Condensed  Balance  Sheets  as of May  29,  2004  and
                           November 30, 2003
                           Condensed Statements of Cash Flows for the six months
                           ended May 29, 2004 and May 31, 2003
                           Notes to Financial Statements

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

         ITEM 3 - CONTROLS AND PROCEDURES



PART II  - OTHER INFORMATION

         ITEM 1 - LEGAL PROCEEDINGS
         ITEM 2 - CHANGES IN SECURITIES
         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

                  (a)      Exhibits

                  (b)      Reports on Form 8-K



SIGNATURES


                                       2
<PAGE>
<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION



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



ITEM 1 - FINANCIAL STATEMENTS

                                                     Three months ended              Year-to-date
                                                   05/29/04       05/31/03      05/29/04        05/31/03
                                                 -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>
NET SALES                                        $     3,659    $     2,783    $     7,169    $     5,870

COST AND EXPENSES:

    Cost of Goods Sold                                (2,387)        (2,017)        (4,783)        (4,190)

    Research and development                            (104)          (192)
                                                                                       (61)          (105)

    Selling, general & administrative expenses          (644)          (669)        (1,286)        (1,405)
                                                 -----------    -----------    -----------    -----------

                       Total cost and expenses         3,092          2,791          6,173          5,786


OPERATING INCOME (LOSS) BEFORE INTEREST                  567             (8)           996             83
           AND INCOME TAXES

    Interest income                                        7             16             10             33
                                                 -----------    -----------    -----------    -----------

INCOME BEFORE TAXES                              $       574    $         8    $     1,006    $       116

    Provision for taxes                                 (218)            (3)          (382)           (44)
                                                 -----------    -----------    -----------    -----------

NET INCOME                                       $       356    $         5    $       624    $        72
                                                 ===========    ===========    ===========    ===========

NET INCOME PER SHARE, BASIC AND DILUTED          $       .14    $       .00    $       .24    $       .02

DIVIDENDS PER SHARE                              $         0    $         0    $       .05    $        10


WEIGHTED AVERAGE OF SHARES, Basic and diluted      2,578,315      3,127,151      2,578,315      3,127,151
</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 SHEETS
                             (Dollars in thousands)
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS                                                          5/29/04   11/30/03
                                                                        -------    -------

<S>                                                                     <C>        <C>
     Cash and cash equivalents                                          $   825    $ 2,337
     Short term investments                                               2,404        812
     Receivables, net of allowance for doubtful accounts of $122          2,276      1,877
        on May 29, 2004 and $89 on November 30, 2003
     Inventories:
         Raw materials                                                      975        692
         Work-in process                                                  1,121      1,097
                                                                        -------    -------
              Total Inventories                                           2,096      1,789
     Prepaid expenses and other current assets                               95         71
     Deferred income tax                                                    386        386
                                                                        -------    -------
                              Total current assets                        8,082      7,272
                                                                        -------    -------

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                    80         80
     Buildings                                                              498        498
     Facility improvements                                                  796        797
     Machinery and equipment                                              5,081      5,027
     Furniture and fixtures                                                 479        489
                                                                        -------    -------
                               Total property, plant, and equipment       6,934      6,891
         Less accumulated depreciation                                   (5,979)    (5,889)
                                                                        -------    -------
     Net property, plant and equipment                                      955      1,002
                                                                        -------    -------

                                    Total assets                        $ 9,037    $ 8,274
                                                                        =======    =======

                                     LIABILITIES AND SHAREHOLDERS'
EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                   $   515    $   308
     Accrued compensation                                                   205        239
     Accrued professional fees                                               19         23
     Other accrued liabilities                                              368        249
     Income taxes payable                                                    90        110
                                                                        -------    -------
                                 Total current liabilities                1,197        929
                                                                        -------    -------


DEFERRED INCOME TAXES                                                        69         69

SHAREHOLDERS' EQUITY
     Common stock, ($.10 par value), authorized 10,000,000 shares,          308        308
          3,078,315 issued 2,578,315 outstanding at May 29, 2004 and
     November 30, 2003
     Paid-in capital                                                        885        885
     Treasury stock, 500,000 shares, at cost                             (1,250)    (1,250)
     Retained earnings                                                    7,828      7,333
                                                                        -------    -------

                               Total shareholders' equity                 7,771      7,276
                                                                        -------    -------

                            Total liabilities and shareholders'equity   $ 9,037    $ 8,274
                                                                        =======    =======
</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
                             (Dollars in thousands)
                                   (Unaudited)
                                                                    Six months ended
                                                                   05/29/04   05/31/03
                                                                    -------    -------
<S>                                                                 <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                          $   624    $    72
Adjustments to reconcile net income to:
      Cash from operating activities:
          Depreciation and amortization                             $   108    $   132
      Changes in current assets and liabilities:
          Accounts receivable                                       $  (399)   $   190
          Inventories
                                                                       (307)       154
          Prepaid expenses and other current assets
                                                                        (24)        46
          Income taxes, prepaid and deferred                            (20)      (135)
          Accounts payable
                                                                        207       (157)
          Payroll and withholdings
                                                                        (34)       (49)
          Accrued liabilities
                                                                        115       (123)
                                                                    -------    -------
           Net cash provided by operating activities                $   270    $   130

CASH FLOWS FROM INVESTING ACTIVITIES:
         Increase in investments                                    $ (1592)   $   602
         Additions to property, plant and equipment
                                                                        (61)      (137)
                                                                    -------    -------
           Net cash provided by (used in) investing activities      $ (1653)   $   465

CASH FLOWS FROM FINANCING ACTIVITIES

         Cash dividend                                              $  (129)   $  (312)
                                                                    -------    -------
           Net cash used in financing activities                    $  (129)   $  (312)

           Net change in cash and cash equivalents                  $(1,512)   $   283

Cash and Cash Equivalents at beginning of period                    $ 2,337    $ 1,296
                                                                    -------    -------

Cash and Cash Equivalents at end of period                          $   825    $ 1,579
                                                                    =======    =======

Supplemental Cash Flow Disclosure
         Cash Paid For Income Taxes                                 $   405    $   178
                                                                    =======    =======
</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.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1

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 29, 2004 and the
cash flows and the results of  operations  for months ended May 29, 2004 and May
31, 2003.  Unaudited financial  statements are prepared on a basis substantially
consistent  with those audited for the year ended November 30, 2003. 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

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  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.

Note 3

On January  28,  2003,  the Board of  Directors  of  Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on February 10, 2003. The dividend  payment was paid to shareholders on February
28, 2003.

On January 8, 2004, the Board of Directors of Micropac Industries, Inc. approved
the payment of a special  dividend of $0.05 per share for shareholders of record
as of January 30, 2004. This dividend was paid to the Company's  shareholders on
February 13, 2004.

Note 4

On March 1, 2001,  the Company's  shareholders  approved the 2001 Employee Stock
Option  Plan (the "Stock  Plan").  As of  February  28, 2004 there were  500,000
options available to be granted. No options have been granted to date.

Note 5

During fiscal 2003, the Company renewed an  uncollateralized  $3,000,000 line of
credit  agreement with a bank. The interest rate is equal to the prime rate less
1/4%. The line of credit requires that the Company  maintain  certain  financial
and management personnel requirements.  The Company has not borrowed against the
line of credit to date.

Note 6

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 six months ended
May 29, 2004 and May 31,  2003,  the Company  had no dilutive  potential  common
stock.

Note 7

Effective May 1, 2004,  the Company and Ms. Wood,  Chief  Executive  Officer and
President of the Company entered into a three (3) year employment agreement at a
base salary of $180,000 per annum.

Effective  February 1, 2004, the Company and Mr. King,  Chief Operating  Officer
and  Vice  President  of the  Company  entered  into a two (2)  year  employment
agreement at a base salary of $150,000 per annum.

Effective February 1, 2004, the Company and Mr. Cefalu,  Chief Financial Officer
and  Vice  President  of the  Company  entered  into a two (2)  year  employment
agreement at a base salary of $82,000 per annum.


                                       6
<PAGE>



Note 8

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.

Note 9

Effective May 13, 2002, the Company's Board of Directors  approved the formation
of an audit  committee  composed  of the four (4)  members of the  Board.  It is
possible that three members of the audit  committee,  Messrs.  Hempel,  Wood and
Murphey,  may  resign  from the  committee  if future  Securities  and  Exchange
Commission  rules establish a criteria that such individuals are not independent
due to their relationships with the Company.


                                       7
<PAGE>
<TABLE>
<CAPTION>



                            MICROPAC INDUSTRIES, INC.
                                   (Unaudited)



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

Results of Operations

                                               Three months ended      Year to Date
                                                5/29/04  5/31/03     5/29/04  5/31/03
                                                 ------   ------      ------   ------
<S>                                              <C>      <C>         <C>      <C>
NET SALES                                        100.0%   100.0%      100.0%   100.0%

COST AND EXPENSES
    Cost of sales                                 65.2%    72.5%       66.7%    71.4%
    Research and development                       1.7%     3.8%        1.5%     3.3%
    Selling, general and administrative           17.6%    24.0%       17.9%    23.9%
                                                 ------   ------      ------   ------

                     Total cost and expenses      84.5%   100.3%       86.1%    98.6%

OPERATING INCOME BEFORE INTEREST                  15.5%     -.3%       13.9%     1.4%
     AND INCOME TAXES

    Interest income                                 .2%      .6%         .1%      .6%
                                                 ------   ------      ------   ------

INCOME BEFORE TAXES                               15.7%      .3%       14.0%     2.0%

    Provision for taxes                            6.0%      .1%        5.3%      .7%
                                                 ------   ------      ------   ------

NET INCOME                                         9.7%      .2%        8.7%     1.3%
</TABLE>



Sales  for the  second  quarter  and six  months  ended  May  29,  2004  totaled
$3,659,000 and $7,169,000,  respectively. Sales for the second quarter increased
31.4% or $876,000  above sales for the same period of 2003,  while sales for the
first  six  months of 2004  increased  22.1% or  $1,299,000  above the first six
months of 2003.  The  increase in sales is  primarily  attributable  to improved
business  conditions in the company's major market  segments,  combined with the
introduction  of new products.  Sales for the first 6 months of 2004 compared to
2003 increased 23% in the commercial market, 22% in the military market, and 18%
in the space market.

Cost of sales for the second  quarters  2004 versus 2003 totaled 65.2% and 72.5%
of net sales, respectively,  while cost of sales for the first six months of the
comparable  period totaled 66.7% and 71.4%,  respectively.  The cost of material
decreased  5% of sales from 2003  associated  with  changes in product  mix, and
yield improvements on certain products.

Selling,  general and  administrative  expenses for the second quarter and first
six months of 2004 totaled 17.6% and 17.9%, respectively,  compared to 24.0% and
23.9% for the same period in 2003. In actual dollars expensed,  selling, general
and  administrative  expenses  decreased  $25,000 in the second quarter of 2004,
compared  to 2003,  and  decreased  $119,000  for the first six  months of 2004,
versus 2003, attributable to lower general and administrative salaries.

Net income in the second  quarter  and year to date 2004  totaled  $356,000  and
$624,000,  respectively,  compared  to $5,000  and  $72,000  for the  comparable
periods in 2003.  Net income per share totaled $.24 and $.02 for the  comparable
six  months  of 2004 and  2003,  respectively.  The  increase  in net  income is
associated  with  higher  sales,  lower cost of  material  as a % of sales,  and
continued control of overhead and general and administrative expenses.

New orders for the second quarter and year-to-date  2004 totaled  $5,358,000 and
$10,299,000,  respectively,  compared  to  $3,780,000  and  $5,594,000  for  the
comparable periods of 2003.

Backlog totaled  $6,910,000 on May 29, 2004 compared to $4,832,000 as of May 31,
2003 and $5,594,000 on November 30, 2003.

Total assets increased $763,000 to $9,037,000 as of May 29, 2004 from $8,274,000
as of November 30, 2003 with an increase in cash and  short-term  investments of
$80,000,  inventory  increase  of  $307,000,  accounts  receivable  increase  of
$399,000,  increase  in  prepaid  expense  of  $24,000,  and a  decrease  in net
property, plant, and equipment of $47,000.

                                       8
<PAGE>


Accounts receivable, net totaled $2,276,000 as of May 29, 2004 and represents an
increase of $399,000 since November 30, 2003, due to increased sales.

Inventories totaled $2,096,000 at the end of the second quarter 2004 compared to
$1,789,000  on  November  30,  2003,  an  increase of  $307,000.  Raw  materials
inventories  increased  $283,000 since November 30, 2003, while  work-in-process
inventories  decreased $24,000. The increase in raw materials is attributable to
the purchase  and receipt of long  lead-time  material  for  $189,000  which was
funded by the  customer,  and an  increase  of piece parts to support the higher
sales volume.

Current  liabilities totaled $1,197,000 on May 29, 2004 representing an increase
of $268,000 from  November 30, 2003;  primarily  associated  with an increase in
accounts payable of $207,000 due to increased materials purchases to support the
higher sales volume,  a decrease of $34,000 in accrued  payroll,  a reduction of
$20,000 in provision for income taxes, an increase in other accrued  liabilities
of $119,000  based on higher  reserves  associated  with advance  payments  from
customers, and a decrease of $4,000 accrued professional fees.

Shareholders'  equity  increased  $495,000  in the  first  six  months  of 2004.
Earnings per share for the six month period totaled $.24 per share.

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

Cash and short-term  investments as of May 29, 2004 totaled $3,229,000  compared
to $3,149,000 on November 30, 2003, an increase of $80,000.

As of May 29, 2004 cash flows from operating  activities were $271,000  compared
to $130,000 as of May 31, 2003.

Capital expenditures  through the second quarter of 2004 totaled $61,000.  These
purchases were financed internally with the Company's cash.

A special  cash  dividend  of  $129,000  was paid on  February  13,  2004 to all
shareholders of record.

During fiscal 2003 the Company  renewed an  uncollateralized  $3,000,000 line of
credit  agreement with a bank. 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 Company has not, to date, used any of the available line of credit.

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.

Outlook
-------

New orders for the second quarter and year-to-date  2004 totaled  $5,358,000 and
$10,299,000,  respectively,  compared  to  $3,780,000  and  $5,594,000  for  the
comparable  periods of 2003.  New orders  included  reorders for certain  custom
products, orders from new customers for custom design products, initial customer
non  recurring  engineering  funding  releases  on a  multi-year  contract,  and
increased  orders  for some of the  Company's  standard  products  sold  through
distribution channels.

Backlog totaled  $6,910,000 on May 29, 2004 compared to $4,832,000 as of May 31,
2003 and  $5,594,000  on  November  30,  2003.  The  majority  of the backlog is
shippable  in the next  twelve  (12)  months  and  represents  a good mix of the
company's  products and technologies with 22% in the commercial  market,  56% in
the military market, and 21% in the space market.


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

This Form 10-QSB 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.  The Company
disclaims any responsibility to update the forward-looking  statements contained
herein, except as may be required by law.


                                       9
<PAGE>


ITEM 3. CONTROLS AND PROCEDURES

         (a)      Evaluation of disclosure controls and procedures.

                  As of May 29,  2004,  the Company  carried out an  evaluation,
                  under the supervision and with  participation of the Company's
                  management,  including the Chief  Executive  Officer and Chief
                  Financial  Officer,  of the  effectiveness  of the  design and
                  operation of the Company's  disclosure controls and procedures
                  pursuant  to  Exchange  Act  Rule  13a-14.   Based  upon  that
                  evaluation,  the Chief  Executive  Officer and Chief Financial
                  Officer concluded that the Company's  disclosure  controls and
                  procedures  are effective in timely  alerting them to material
                  information relating to the Company required to be included in
                  the Company's quarterly SEC filings.

         (b)      Changes in internal controls.

                  Not applicable.

PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS
                  -----------------
                  The Company is not involved in any material current or pending
                  legal proceedings.

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

                  (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)      Form 8-K

                           At a Board of Directors meeting held on May 11, 2004,
                           the  Board  of  Directors   unanimously  elected  Mr.
                           Nicholas  Nadolsky  as a Member and  Chairman  of the
                           Board,  to serve  in such  positions  until  the next
                           annual meeting of  shareholders  or until his earlier
                           death,  resignation or removal from office.  There is
                           no employment  agreement between Mr. Nadolsky and the
                           Company.  Since  1980,  the Company has leased a 4800
                           square foot building from Mr. Nadolsky,  at a current
                           annual rental of $39,600.


                                       10
<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.



July 12, 2004
Date                                        /s/ Connie Wood
                                            -----------------------
                                            Connie Wood
                                            Chief Executive Officer


July 12, 2004
Date                                        /s/ Patrick Cefalu
                                            -----------------------
                                            Patrick Cefalu
                                            Chief Financial Officer





                                       11