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 24, 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 February 24, 2001 there were 3,627,151 shares issued and  3,127,151shares  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.

Traditional Small Business Disclosure Format

Yes       X                                No
    -------                                  -------


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<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                FEBRUARY 24, 2001

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                             Condensed  Statements  of  Income  for the  three
                                  months ended  February 24, 2001 and February
                                  26, 2000
                             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


                                       2
<PAGE>

                            MICROPAC INDUSTRIES, INC.
                            STATEMENTS OF OPERATIONS

                    (Dollars in thousands except share data)
                                   (Unaudited)

PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statement

                                                          Three months ended
                                                      2/24/01          2/26/00
                                                    -----------      -----------


Sales, Net of Returns & Allowances                 $     3,065      $     2,958

Cost of Goods Sold                                      (2,266)          (2,191)
                                                   -----------      -----------

Gross Margin                                               799
                                                                            767

Selling, General & Administrative Expense                 (603)            (557)
                                                   -----------      -----------

    Pre-Tax Income                                         196              210

Provision for Income Taxes                                 (72)             (84)
                                                   -----------      -----------

    Net Income                                     $       124      $       126
                                                   ===========      ===========

Net Income Per Share                               $       .04      $       .03

Dividends per Share                                $       .10             --

Weighted Average Number of Shares                    3,510,872        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.


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<PAGE>

                            MICROPAC INDUSTRIES, INC.
                                  BALANCE SHEET
                    (Dollars in thousands except share data)
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS                                                2/24/01  11/30/00
                                                             --------  --------


     Cash                                                    $    492  $  1,249
     Short term investments                                     2,559     3,418
     Receivables, net of allowance for doubtful accounts of
          approximately $ 89 on February 24, 2001
             and $88 on November 30, 2000                       1,558     1,901
     Inventories:
         Raw materials                                          1,253     1,123
         Work-in process                                        1,064     1,031
     Prepaid expenses and other current assets
                                                                   71        37
     Deferred income tax                                          200       200
                                                             --------  --------
                                  Total current assets          7,197     8,959

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                          80        80
     Buildings                                                    498       498
     Facility improvements                                        723       718
     Machinery and equipment                                    4,753     4,746
     Furniture and fixtures                                       380       380
                                                             --------  --------
               Total property, plant, and equipment             6,434     6,422
         Less accumulated depreciation                         (5,267)   (5,200)
                                                             --------  --------

     Net property, plant and equipment                          1,167     1,222
                                                             --------  --------

               Total assets                                  $  8,364  $ 10,181
                                                             ========  ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                           534        682
     Accrued payroll                                            224        246
     Accrued professional fees                                   34         72
     Other accrued liabilities                                  160        289
     Income taxes payable                                       110        101
                                                            -------    -------
               Total current liabilities                      1,062      1,390

DEFERRED INCOME TAXES                                            34         34
SHAREHOLDERS' EQUITY
     Common stock ($.10 par value) 10,000,000 authorized,       363        363
         3,627,151 issued
     Paid-in capital                                            885        885
     Treasury stock  500,000 shares, at cost                 (1,250)      --
     Retained earnings                                        7,270      7,509
                                                            -------    -------

               Total shareholders' equity                     7,268      8,757
                                                            -------    -------

               Total liabilities and shareholders'equity    $ 8,364    $10,181
                                                            =======    =======


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>

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

                                                         Three months ended
CASH FLOWS FROM OPERATING ACTIVITIES:                    2/24/01    2/26/00
                                                         -------    -------


     Net Income                                          $   124    $   126
     Adjustments to reconcile net income to
         Cash from operating activities:
             Depreciation and amortization                    67         62
         Changes in current assets and liabilities:
             Accounts receivable                             343        (47)
             Inventories                                    (163)       223
             Prepaid expenses & other current assets         (34)        29
             Income taxes, prepaid and deferred                9         83
             Accounts payable                               (148)       (28)
             Accrued payroll                                 (22)       (60)
             Other accrued liabilities                      (167)       (16)
                                                         -------    -------

         Net cash from operating activities                    9        372

CASH FLOWS FROM INVESTING ACTIVITIES:
         Decrease (Increase) in short term investments       859       (332)
         Additions to property, plant and equipment          (12)      (128)
                                                         -------    -------

          Net cash used in investing activities              847       (460)

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

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

Net decrease in cash                                        (757)       (88)

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

Cash at end of period                                    $   492    $   414
                                                         =======    =======


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 February 24, 2001 and
the cash flows and the results of operations for the three months ended February
24, 2001 and February 26, 2000. Unaudited financial statements are prepared on a
basis  substantially  consistent  with those audited for the year ended November
30, 2000. The results of operations for the interim periods presented may not be
indicative of total results for the full year. Certain  information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  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 Board of Directors of Micropac  Industries,  Inc.  approved the payment of a
$0.10 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.
ITEM 2         MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

1.           Sales  totaled  $3,065,000  for the first  quarter 2001 compared to
             $2,958,000  for the same quarter in 2000, an increase of 3.6%.  The
             sales increase is attributed to available shippable backlog of open
             orders  beginning the comparable  periods  combined with additional
             new orders in the first quarter.

2.           Cost of sales for the first three months of 2001 totaled $2,266,000
             compared to $2,191,000 for the same period of 2000. As a percent of
             net sales,  cost of goods sold in the first quarter 2001 was 73.9%,
             compared to 74.0% in the first quarter 2000.

3.           Selling,  general and administrative  expenses totaled $603,000 for
             the first quarter 2001 compared to $557,000 in the first quarter of
             2000,  an  increase  of  8.3%.  The  increase  is  associated  with
             increased cost of general and  administrative  expenses,  primarily
             associated  with increased cost of outside  services and legal fees
             associated  with the treasury  stock  transaction.  As a percent of
             revenues,  SG&A totaled  19.7% of revenues for the first quarter of
             2001 versus 18.8% for the same quarter of 2000.

4.           Profits for the first  quarters 2001 and 2000 totaled  $124,000 and
             $126,000  respectively,  a net  retained  earnings of 4.0% and 4.3%
             respectively  of net  sales  for the  respective  periods.  The net
             income per share  after taxes  totaled  $.04 and $.03 per share for
             the comparable  quarters of 2001 versus 2000. The Company,  at this
             time,  does not have any common stock  equivalents  and  therefore,
             both basic and diluted  income per share is $0.04 per share for the
             first quarter of 2001 and $0.03 for the comparable period of 2000.

5.           New orders received during the first quarters 2001 and 2000 totaled
             approximately  $3,974,000 and $2,310,000  respectively.  New orders
             included contracts for some of the Company's new standard products,
             custom  product  orders  from first  time  customers,  re-buys  for
             certain  custom  products  as  well  as  on-going  orders  for  the
             Company's  standard  catalog  products.  The increased  business is
             attributed  to the  Company's  emphasis of its sales and  marketing
             initiatives.

6.           Backlog  ending  February 24, 2001 totaled  $6,400,000  compared to
             $3,703,000  for the period ended  February 26, 2000.  The increased
             backlog for the comparable  quarters is related to increased orders
             combined with customer  requested  delivery  dates for later within
             the current year. The current backlog  represents a good mix of the
             Company's  product and most of the backlog is  scheduled to ship in
             fiscal 2001.

7.           Assets  totaled   $8,364,000  on  February  24,  2001  compared  to
             $10,181,000 on November 30, 2000. The decrease is primarily related
             to decreased  cash and  short-term  investments  resulting from the
             purchase of treasury  stock for  $1,250,000  and payment of a $0.10
             per share cash dividend totaling $363,000.

8.           Accounts  receivable  decreased $343,000 due to decreased sales for
             the first  quarter  2001  compared to the fourth  quarter  sales of
             2000.  Day's  sales  averaged  approximately  45 days for the first
             quarter of 2001.

9.           Inventories increased $163,000 to $2,317,000, a 7.6% increase since
             November  30,  2000.  The  increase   occurred  in  raw  materials,
             $130,000,  and work in  process,  $33,000.  Both  increases  are to
             support  anticipated  increased shipments from existing backlog due
             in the second quarter of 2001.

10.          Capital  expenditures in the first quarter totaled $12,000 and were
             primarily  for  purchases  and  upgrade  of  production   and  test
             equipment. These purchases were financed with the Company's cash.


                                       7
<PAGE>

11.          Liabilities decreased $328,000 for the quarter due to reductions of
             current   liabilities.   Reductions  in  accounts  payable  totaled
             $148,000 while accrued  liabilities  were reduced by $180,000.  The
             reduction in accounts  payable is related to  decreased  purchasing
             activities  while the  reduction in accrued  liabilities  pertained
             primarily to annual  payments for property  taxes and  reduction of
             manufacturing reserves and professional fees.

12.          Retained earnings  increased  approximately  $124,000 for the first
             quarter  2001,  to an  average  of  approximately  $.04  per  share
             compared to $.03 per share for the first quarter results in 2000.



                                       8
<PAGE>



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 VOTE OF SECURITY HOLDERS
                  -------------------------------------------------

                  None- The next  shareholders  vote is  scheduled  for March 1,
                  2001 at the annual shareholders meeting.

ITEM 5.           OTHER INFORMATION
                  -----------------

                  None

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

                  The  Company  submitted  a  FORM  8-K  to  the  United  States
                  Securities  and Exchange  Commission on January 10, 2001.  The
                  following disclosures were included in the FORM 8-K:

                  1.       The Board of Directors of Micropac  Industries,  Inc.
                           approved  the  payment  of a  $0.10  per  share  cash
                           dividend to all shareholders of record on February 1,
                           2001. The dividend  payment was paid to  shareholders
                           on February 21, 2001.

                  2.       The Board of Directors  approved the purchase of five
                           hundred  thousand  shares  (500,000)  of common stock
                           from Nicholas Nadolsky, the Company's Chief Executive
                           Officer  and  Chairman  of the  Board,  at a price of
                           $2.50 per share.  Mr. Nadolsky  abstained from voting
                           on the  approval  of the  purchase  of his shares and
                           accepted  the  Board's   purchase   offer   effective
                           February 5, 2001.

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 23, 2001                                         /s/ Nicholas Nadolsky
---------------------------                           --------------------------
Date                                                      Nicholas Nadolsky
                                                       Chairman of the Board/CEO

March 23, 2001                                         /s/ Dave Hendon
---------------------------                           --------------------------
Date                                                  Dave Hendon  - Controller

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