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 February 27, 1999


              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 November 30,  1998,  and  February  27, 1999 there were  3,627,151  shares of
registrant's common stock outstanding.  On that date, 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.

Traditional Small Business Disclosure Format

Yes   X         No           


<PAGE>


                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                FEBRUARY 27, 1999

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                               Condensed  Statements  of  Income  for the  three
                                    months ended  February 27, 1999 and February
                                    28, 1998
                               Condensed Balance Sheets
                               Condensed Statements of Cash Flows
                               Notes to Condensed Financial Statements

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

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


SIGNATURES


<PAGE>


                            MICROPAC INDUSTRIES, INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)


PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statement

                                               Statement of Income
                                              For the quarters ended
                                              2/27/99         2/28/98


Sales, Net of Returns & Allowances          $ 2,627,051    $ 3,267,800

Cost of Goods Sold                           (1,983,426)    (2,381,379)
                                            -----------    -----------

                   Gross Margin                 643,625        886,421

Selling, General & Administrative Expense      (531,209)      (622,764)
                                            -----------    -----------

    Pre-Tax Income                              112,416        263,657

Provision for Income Taxes                      (44,966)       (91,395)
                                            -----------    -----------

    Net Income                              $    67,450    $   172,262
                                            ===========    ===========
Net Income Per Share                        $       .02    $       .04

Dividends per Share                                --             --
                                                           

Weighted Average Number of Shares             3,627,151      3,627,151



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


<PAGE>

<TABLE>

<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                                  BALANCE SHEET
                                   (Unaudited)
                                     ASSETS

CURRENT ASSETS                                                                   2/27/99        11/30/98
<S>                                                                            <C>            <C>


     Cash                                                                      $   475,578    $   419,920
     Short term investments                                                      2,143,504      1,934,456
     Receivables, net of allowance for doubtful accounts                         1,412,742      1,521,703
       approximately $106,911 on February 27, 1999
             and $92,495 on February 28, 1998
     Inventories:
         Raw materials                                                           1,559,089      1,794,081
         Work-in process                                                         1,084,537      1,090,339
     Prepaid expenses and other current assets                                      69,721         75,258
     Deferred income tax                                                           300,951        300,951
                                                                               -----------    -----------
                                  Total current assets                           7,046,122      7,136,708

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                           80,000         80,000
     Buildings                                                                     497,924        497,924
     Facility improvements                                                         690,627        690,627
     Machinery and equipment                                                     4,443,312      4,434,213
     Furniture and fixtures                                                        351,704        349,278
                                                                               -----------    -----------
                               Total property, plant, and equipment              6,063,567      6,052,042
         Less accumulated depreciation                                          (4,871,368)    (4,812,400)
                                                                               -----------    -----------

     Net property, plant and equipment                                           1,192,199      1,239,642
                                                                               -----------    -----------

                                      Total assets                             $ 8,238,321    $ 8,376,350
                                                                               ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                              268,385        340,118
     Accrued payroll                                                               303,857        332,088
     Accrued professional fees                                                      40,112         54,205
     Other accrued liabilities                                                     124,526        160,094
     Income taxes payable                                                          129,728        185,581
                                                                               -----------    -----------
                                 Total current liabilities                         866,608      1,072,086

DEFERRED INCOME TAXES                                                               41,948         41,948
SHAREHOLDERS' EQUITY
     Common stock ($.10 par value) 10,000,000                                      362,715        362,715
         Authorized, 3,627,151 outstanding)
     Paid-in capital                                                               885,540        885,540
     Retained earnings                                                           6,081,510      6,014,060
                                                                               -----------    -----------

                                  Total shareholders' equity                     7,329,765      7,262,315
                                                                               -----------    -----------

                                  Total liabilities and shareholders' equity   $ 8,238,321    $ 8,376,350
                                                                               ===========    ===========
</TABLE>


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



<PAGE>

<TABLE>

<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                             STATEMENTS OF CASH FLOW
                                   (Unaudited)


CASH FLOWS FROM OPERATING ACTIVITIES:                         2/27/99        2/28/98
<S>                                                       <C>            <C>
     Net Income                                           $    67,450    $   171,367
     Adjustments to reconcile net income to
         cash from operating activities:
             Depreciation and amortization                     58,968         66,516
         Changes in current assets and liabilities:
             Accounts receivable                              108,961        572,191
             Inventories                                      240,794       (449,297)
             Prepaid expenses & other current assets            5,537          8,966
             Income taxes                                     (55,853)        88,143
             Accounts payable                                 (71,733)       (41,286)
             Payroll & withholdings                           (28,231)         1,956
             Accrued liabilities                              (49,662)      (117,768)
                                                          -----------    -----------


         Net cash from operating activities                   276,231        300,788

CASH FLOWS FROM INVESTING ACTIVITIES:

        Additions to property, plant and equipment            (11,525)      (114,124)
                                                          -----------    -----------
         Net cash from investing activities                   (11,525)      (114,124)

Net increase (decrease) in cash                               264,706        186,664

Cash  and short term investments at beginning of period     2,354,376      1,649,119
                                                          -----------    -----------

Cash at end of period                                     $ 2,619,082    $ 1,835,783
                                                          ===========    ===========

</TABLE>

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



<PAGE>


                            MICROPAC INDUSTRIES, INC.
           ITEM 2 MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

1.           Sales for the first quarter of 1999 totaled $2,627,051  compared to
             $3,267,800 for the same period of 1998.  Lower sales in the current
             year are  attributable  to lack of new orders for certain  standard
             military  products  and the down turn in the Asian  economy and its
             effects  on a major  customer.  Profits  after  taxes for the first
             quarter  1999  totaled  $67,450  compared to $172,262 for the first
             quarter in 1998.  Net  earnings  were  impacted  by the lower total
             sales  combined  with  the mix of  products  shipped  in the  first
             quarter.

2.           Cost of sales for the comparable  quarters of 1999 and 1998 totaled
             $1,983,426 and $2,381,379  respectively.  Cost of goods sold in the
             first  quarter 1999 totaled 75.5% of related  revenues  compared to
             72.9% in the same quarter 1998. The increase in total cost of sales
             for the  comparable  periods  is  related  to  increased  cost  for
             material and manufacturing overheads.  Materials cost increased due
             to changes in product mix while  manufacturing  overheads increased
             due to  certain  fixed  cost that could not be lowered to match the
             reduction of revenues.  Research and  development  expenses for the
             comparable   periods  were  relatively  stable  when  viewed  as  a
             percentage of net sales.

3.           Selling,  general and administrative  expenses totaled $531,209 for
             the first  quarter 1999  compared to $622,764 in the first  quarter
             1998.  SG&A  expenses  were lower due to lower  commission  expense
             related to reduced  sales,  lower  inside  sales  expense  due to a
             temporary  reduction in sales staff,  and to decreased  general and
             administrative   expenses.   The  reduced   cost  for  general  and
             administrative  expenses is related to reduced travel cost, reduced
             wages,   elimination  of  executive   officer  life  insurance  and
             reduction of cost associated with employee relations.  As a percent
             of net revenues,  SG&A totaled 20.2% of sales for the first quarter
             in 1999 versus 19.1% for the same quarter in 1998.

4.           Net income per share for the first quarter 1999 versus 1998 totaled
             $0.02 and $0.04  respectively.  The Company  has not offered  stock
             incentives to its executive officers or employees and does not have
             this liability;  therefore,  the diluted value per share remains at
             $0.02 and $0.04 per share for the respective quarters.

5.           New  orders  for  the  first  quarter  1999  totaled  approximately
             $2,277,000 compared to $1,944,000 for the same quarter in 1998.

6.           Backlog for the current quarter 1999 totals $4,863,000  compared to
             $5,813,000  for the first quarter of 1998. The reduction in backlog
             is largely related to order  cancellations in the fourth quarter of
             1998, from one of the Company's major customers, whose business was
             adversely affected by the down turn in the semiconductor  business.
             The current backlog  represents a good mix of the Company's product
             and most of the backlog is scheduled to ship in 1999

7.           Raw   material   and   work  in   process   inventories   decreased
             approximately  ($235,000) and ($6,000)  respectively since November
             30, 1998.  The inventory  decreases are  attributable  to increased
             shipments  of orders  which were  placed on hold during  1998;  and
             shipments against contracts received in 1998 with long lead times.

8.           Accounts  receivable  decreased   approximately   ($109,000)  since
             November  30,  1998.  The decrease is related to lower sales in the
             first  quarter and good  collections.  Days of revenue  outstanding
             totaled 48 days for the quarter ended February 27, 1999.

9.           Total  assets have  decreased  ($138,029)  since  fiscal year ended
             November 30, 1998. The increase in cash retained by the company was
             offset by reduced inventories and receivables.

10.          Liabilities decreased ($205,000) for the quarter due primarily to 
             reductions of  income taxes payable and accounts payable.

<PAGE>

11.          The estimated  cost for Y2K  compliance  for  the  reprograming  of
             Company software, the  purchase  of new computers,  file server and
             the associated  software  is expected  to be approximately  $35,000
             to $40,000. Reprograming of the internally  generated software  for
             accounting  has  been  completed  and tested.  The  fileserver  and
             software for  financial and  production  inventory  control will be
             installed and tested in  the second  quarter of 1999.  Most  of the
             stand  alone  computers  have  been  updated  with   the  necessary
             components or replaced  entirely.  Y2 compliant  software  has also
             been  installed.  Production  equipment  and software  is currently
             not a problem.  Vendors have been  contacted to enable  the Company
             to  evaluate  their  Y2K  readiness.  A summary  of   non-compliant
             vendors will be forwarded  to the  purchasing  agents in  the third
             quarter.   As  of  the  first  quarter   1999,   the  company    is
             approximately  90%  complete  in  its Y2k  compliance  issues.  The
             Company  intends to be fully Y2K  compliant  with  items under  its
             control by June 30, 1999.


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 SERIOR SECURTIES  - None
                  ---------------------------------

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

                  On February 25, 1999, the Company held its annual Shareholders
                  meeting at which time  directors  Nicholas  Nadolsky,  H. Kent
                  Hearn,   Heinz-Werner   Hempel  and  James  K.   Murphey  were
                  re-elected   to  serve  until  the  next  annual   meeting  of
                  Shareholders to be held in February 2000.

ITEM 5.           OTHER INFORMATION  - None
                  -----------------

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K  - None
                  --------------------------------

SIGNATURES

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

                            MICROPAC INDUSTRIES, INC.


March 30, 1999                                      /s/   Nicholas Nadolsky     
--------------                                      --------------------------
Date                                                      Nicholas Nadolsky
                                                     Chairman of the Board/CEO


March 30, 1999                                      /s/   Dave Hendon 
--------------                                      --------------------------
Date                                                      Dave Hendon
                                                          Controller