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 28, 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)

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 28, 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.






                                       1
<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                FEBRUARY 28, 2004

                                      INDEX

PART I - FINANCIAL INFORMATION

         ITEM 1 -   FINANCIAL STATEMENTS

                         Condensed Statements of Operations for the three
                         months ended February 28, 2004 and March 1,  2003
                         Condensed Balance Sheets as of February 28, 2004 and
                         November 30, 2003 Condensed Statements of Cash Flows
                         for the three months ended February 28, 2004 and
                         March 1, 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

               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 U. S.
                    C. section 1350,  as adopted  pursuant to section 906 of the
                    Sarbanes-Oxley act of 2002.


               (b)  Reports on Form 8-K



SIGNATURES














                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS



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


                                                         Statement of Income
                                                       For three months ended
                                                       2/28/04        3/01/03
                                                     -----------    -----------

NET SALES                                            $     3,510    $     3,086

COST AND EXPENSES:

    Cost of Goods Sold                                    (2,396)        (2,173)

    Research and development                                 (43)           (86)

    Selling, general & administrative expenses              (642)          (734)
                                                     -----------    -----------

                           Total cost and expenses   $    (3,081)   $    (2,993)


OPERATING INCOME BEFORE INTEREST                             429             93
      AND INCOME TAXES

    Interest income                                            3             17
                                                     -----------    -----------

INCOME BEFORE TAXES                                  $       432    $       110

    Provision for taxes                                     (164)           (41)
                                                     -----------    -----------

NET INCOME                                           $       268    $        69
                                                     ===========    ===========

NET INCOME PER SHARE, BASIC AND DILUTED              $      0.10    $      0.02

DIVIDENDS PER SHARE                                  $      0.05    $      0.10

WEIGHTED AVERAGE NUMBER OF SHARES, Basic
and diluted                                            2,578,315      3,127,151



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
                             (Dollars in thousands)
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS                                                            2/28/04      11/30/03
                                                                        ----------    ----------
<S>                                                                     <C>           <C>
     Cash and cash equivalents                                          $    1,976    $    2,337
     Short term investments                                                  1,401           812
     Receivables, net of allowance for doubtful accounts of $122 on          2,120         1,877
            February 28, 2004 and $89 on November 30, 2003
     Inventories:
         Raw materials                                                         874           692
         Work-in process                                                     1,075         1,097
                                                                        ----------    ----------
     Total Inventories                                                       1,949         1,789
     Prepaid expenses and other current assets                                  55            71
     Deferred income tax                                                       386           386
                                                                        ----------    ----------
                   Total current assets                                 $    7,887    $    7,272
                                                                        ----------    ----------

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                       80            80
     Buildings                                                                 498           498
     Facility improvements                                                     796           797
     Machinery and equipment                                                 5,029         5,027
     Furniture and fixtures                                                    479           489
                                                                        ----------    ----------
                   Total property, plant, and equipment                 $    6,882    $    6,891
         Less accumulated depreciation                                      (5,925)       (5,889)
                                                                        ----------    ----------
         Net property, plant, and equipment                                    957         1,002

                                      Total assets                      $    8,844    $    8,274
                                                                        ==========    ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                   $      557    $      308
     Accrued compensation                                                      189           239
     Accrued professional fees                                                --              23
     Other accrued liabilities                                                 387           249
     Income taxes payable                                                      227           110
                                                                        ----------    ----------
                   Total current liabilities                                 1,360           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 February 28, 2004
          and November 30, 2003
     Paid-in capital                                                           885           885
       Treasury stock, 500,000 shares, at cost                              (1,250)       (1,250)
     Retained earnings                                                       7,472         7,333
                                                                        ----------    ----------

                   Total shareholders' equity                           $    7,415    $    7,276
                                                                        ----------    ----------

                   Total liabilities and shareholders' equity           $    8,844    $    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)

                                                                2/28/04      3/01/03
                                                               ---------    ---------
<S>                                                            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                $     268    $      68
     Adjustments to reconcile net income to:
         Cash from operating activities:
             Depreciation and amortization                            54           56
         Changes in current assets and liabilities:
             Accounts receivable                                    (243)         143
             Inventories                                            (160)         130
             Prepaid expenses and other current assets                16           29
             Accounts payable                                        249          (77)
             Accrued Compensation                                    (50)         (40)
             Accrued liabilities                                     115         (156)
             Income taxes payable                                    117            7
                                                               ---------    ---------

                   Net cash provided by operating activities   $     366    $     160

CASH FLOWS FROM INVESTING ACTIVITIES:
        Changes in investments                                 $    (589)   $    (203)
        Additions to property, plant and equipment                    (9)         (40)
                                                               ---------    ---------

                   Net cash used in investing activities            (598)        (243)

CASH FLOWS FROM FINANCING ACTIVITIES
         Cash dividend                                              (129)        (313)
                                                               ---------    ---------

                   Net cash used in financing activities            (129)        (313)
                                                               ---------    ---------

Net change in cash and cash equivalents                             (361)        (396)

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

Cash and Cash Equivalents at end of period                     $   1,976    $     900
                                                               =========    =========
Supplemental Cash Flow Disclosure

      Cash Paid For Income Taxes                               $      47    $      21
                                                               =========    =========
</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 February 28, 2004 and
the cash flows and the results of operations for the three months ended February
28, 2004 and March 1, 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 three months ended
February  28, 2004 and March 1, 2003,  the  Company  had no  dilutive  potential
common stock.

Note 7

Effective May 1, 2002,  the Company and Ms. Wood,  Chief  Executive  Officer and
President of the Company entered into a two (2) year  employment  agreement at a
base salary of $156,000 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>

Per the employment agreements, all officers received a salary increase effective
February 17, 2004. Ms. Wood's base salary was increased to $161,500, Mr. King's
base salary was increased to $155,250, and Mr. Cefalu's base salary was
increased to $85,500.

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>

                            MICROPAC INDUSTRIES, INC.
                                   (Unaudited)


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

Business

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

Results of Operations

                                                      Three months ended
                                                     2/28/2004   3/01/2003
                                                     ---------   ---------

NET SALES                                              100.00%     100.00%
COST AND EXPENSES

    Cost of sales                                       68.30%      70.40%

    Research and development                             1.20%       2.80%
    Selling, general and administrative                 18.30%      23.80%
                                                        ------      ------

                   Total cost and expenses              87.80%      97.00%

OPERATING INCOME BEFORE INTEREST                        12.20%       3.00%
     AND INCOME TAXES

    Interest income                                      0.10%       0.60%
                                                        ------      ------

INCOME BEFORE TAXES                                     12.30%       3.50%

    Provision for taxes                                  4.70%       1.30%
                                                        ------      ------

NET INCOME                                               7.60%       2.20%



Sales for the first quarter ended  February 28, 2004 totaled  $3,510,000.  Sales
for the first  quarter  increased  13.7% or  $424,000  above  sales for the same
period of 2003.  The  increase  in sales was due to higher  demand  for  certain
industrial  products sold to customers in the  semiconductor  market,  and solid
state relay products.

Cost of sales for the first quarters 2004 versus 2003 totaled 68.3% and 70.4% of
net sales.  Cost of sales  dollars  increased  $233,000 in the first  quarter of
2004,  compared to 2003.  The decrease in cost of goods sold as a percentage  of
sales  resulted from lower  material cost  associated  with improved  yields and
lower overhead expenses during the first quarter,  as a result of continued cost
controls.

Selling,  general  and  administrative  expenses  for the first  quarter of 2004
totaled 18.3%,  compared to 23.8% for the same period in 2003. In actual dollars
expensed,  selling, general and administrative expenses decreased $92,000 in the
first  quarter of 2004,  compared  to 2003  attributable  to lower  general  and
administrative salaries.

Net income in the first  quarter of 2004 totaled  $268,000,  compared to $69,000
for the  comparable  period in 2003.  Net income per share totaled $.10 and $.02
for the comparable three months of 2004 and 2003, respectively.  The increase in
net income is  attributable  to higher sales and lower operating and general and
administrative costs.


                                       8
<PAGE>

New  orders  for the  first  quarter  of 2004  totaled  $4,941,000  compared  to
$1,884,000 for the comparable period of 2003.

Backlog  totaled  $5,229,000  on February 28, 2004  compared to $3,869,000 as of
March 1, 2003.  The majority of the backlog is shippable in the next twelve (12)
months.

Total  assets  increased  $570,000 to  $8,844,000  as of February  28, 2004 from
$8,274,000  as of November  30,  2003 with an  increase  in cash and  short-term
investments of $228,000,  inventory  increase of $161,000,  accounts  receivable
increase of $243,000 and a decrease in net  property,  plant,  and  equipment of
$45,000.

Cash and short term investments totaled $3,337,000 an increase of $228,000.

Accounts receivable, net totaled $2,120,000 as of February 28, 2004 representing
an increase of $243,000 since November 30, 2003, due to the higher sales level.

Inventories  totaled $1,950,000 at the end of the first quarter 2004 compared to
$1,789,000  on  November  30,  2003,  an  increase of  $161,000.  Raw  materials
inventories  increased  $182,000 since November 30, 2003, while  work-in-process
inventories  decreased $22,000. The increase in inventory is consistent with the
current business level.

Current  liabilities  totaled  $1,360,000 on February 28, 2004  representing  an
increase of $431,000  from  November  30,  2003;  primarily  associated  with an
increase in accounts  payable of $249,000 due to higher material  purchases;  an
increase of  $117,000  in income  taxes  payable,  an increase in other  accrued
liabilities of $138,000 based on reserves for advance  payments from  customers.
Accrued  compensation  decreased  $50,000  attributable  to  vacation  taken  by
employees during plant shutdown in December,  and accrued fees decreased $23,000
with the final payment for audit services.

Shareholders'  equity  increased  $139,000  in the first  three  months of 2004.
Earnings per share for the three month period totaled $.10 per share.

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

Cash and  short-term  investments  as of February  28, 2004  totaled  $3,337,000
compared to  $3,149,000  on November  30,  2003 an  increase  of  $228,000.  The
increase in cash and short-term investments is attributable to $367,000 net cash
provided by operations, offset by the payment of a cash dividend of $129,000 and
the retirement of $10,000 in equipment.

As of  February  28, 2004 cash flows from  operating  activities  were  $367,000
compared to $160,000 as of March 1, 2003.

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 first quarter totaled  $4,941,000  compared to $1,814,000 for
the  comparable  period of 2003. The increase in new orders in the first quarter
is attributable to funding releases on military and space programs, and stronger
demand from our Customers in the  semiconductor,  medical and harsh  environment
(high-temp) markets. Backlog totaled $5,229,000 on February 28, 2004 compared to
$3,869,000  as of March 1,  2003 and  $3,799,000  on  November  30,  2003 with a
significant  amount of the backlog  expected to ship in fiscal 2004. The backlog
represents a good mix of all the Company's products and technologies.

Based on the  current  backlog,  we expect  sales in the  second  quarter  to be
slightly  over  first  quarter  sales,  and  substantially  more than the second
quarter of 2003.

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



                                       9
<PAGE>

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.


ITEM 3. CONTROLS AND PROCEDURES

      (a) Evaluation of disclosure controls and procedures.

          As of February 28, 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 U. S. C.
               section  1350,  as  adopted   pursuant  to  section  906  of  the
               Sarbanes-Oxley act of 2002.

          (b)  Form 8-K

               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.



                                       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.



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


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























                                       11