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 26, 2000

              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,  1999,  and  February  26, 2000 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 26, 2000

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

         Condensed Statements of Operations for the three months
           ended February 26, 2000 and February 27, 1999
         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>

<TABLE>

<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                            STATEMENTS OF OPERATIONS

                    (Dollars in thousands except share data )
                                   (unaudited)

PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statement

                                                          For the three months ended
                                                           2/26/00        2/27/99
<S>                                                       <C>            <C>


Sales, Net of Returns & Allowances                        $     2,958    $     2,627

Cost of Goods Sold                                             (2,191)        (1,984)
                                                          -----------    -----------

                   Gross Margin                                   767            643

Selling, General & Administrative Expense                        (557)          (531)
                                                          -----------    -----------

    Pre-Tax Income                                                210            112

Provision for Income Taxes                                        (84)           (45)
                                                          -----------    -----------

    Net Income                                            $       126    $        67
                                                          ===========    ===========

Net Income Per Share                                      $       .03    $       .02

Dividends per Share                                              --             --

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


</TABLE>



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


<PAGE>

<TABLE>

<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                                  BALANCE SHEET

                             (Dollars in thousands )

                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS                                                                       2/26/00   11/30/99
<S>                                                                                  <C>        <C>


     Cash                                                                            $   414    $   502
     Short term investments                                                            3,265      2,933
     Receivables, net of allowance for doubtful accounts                               1,626      1,579
       approximately $95 on February 26, 2000
             and $92 on November 30, 1999
     Inventories:
         Raw materials, process supplies                                               1,171      1,246
         Work-in process                                                                 760        908
     Prepaid income taxes                                                                 82        166
       Prepaid and other current assets                                                   28         57
       Deferred income taxes                                                             249        249
                                                                                     -------    -------
                                  Total current assets                                 7,595      7,640

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                                 80         80
     Buildings                                                                           498        498
     Facility improvements                                                               678        678
     Machinery and equipment                                                           4,595      4,493
     Furniture and fixtures                                                              366        340
                                                                                     -------    -------
                               Total property, plant, and equipment                    6,217      6,089
         Less accumulated depreciation                                                (5,007)    (4,945)
                                                                                     -------    -------
     Net property, plant and equipment                                                 1,210      1,144
                                                                                     -------    -------

                                      Total assets                                   $ 8,805    $ 8,784
                                                                                     =======    =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                                $   337    $   365
     Accrued payroll                                                                     154        214
     Accrued professional fees                                                            79         75
     Other accrued liabilities                                                           162        182
                                                                                     -------    -------
                                        Total current liabilities                        732        836

DEFERRED INCOME TAXES                                                                     42         43
SHAREHOLDER' EQUITY
       Common stock, $.10 par value, authorized 10,000,000 shares                        363        363
           3,627,151 outstanding at February 26, 2000 and November 30, 1999
       Paid in capital                                                                   885        885
       Retained earnings                                                               6,783      6,657
                                                                                     -------    -------
                 Total shareholders' equity                                            8,031      7,905
                                                                                     -------    -------
                                        Total liabilities and shareholders' equity   $ 8,805    $ 8,784
                                                                                     =======    =======
</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.
                            STATEMENTS OF CASH FLOWS

                             (Dollars in thousands)

                                   (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:                           2/26/00  2/27/99

     Net Income                                                  $ 126    $  67
     Adjustments to reconcile net income to
         cash from operating activities:
             Depreciation and amortization                          62       59
         Changes in current assets and liabilities:
             Accounts receivable                                   (47)     109
             Inventories                                           223      241
             Prepaid expenses & other current assets                29        6
             Income taxes, prepaid and deferred                     83      (56)
             Accounts payable                                      (28)     (72)
             Payroll & withholdings                                (60)     (28)
             Accrued liabilities                                   (16)     (50)
                                                                 -----    -----

         Net cash from operating activities                        372      276

CASH FLOWS FROM INVESTING ACTIVITIES:
        Increase in short term investments                        (332)    (209)
        Additions to property, plant and equipment                (128)     (12)
                                                                 -----    -----
         Net cash used in investing activities                    (460)    (221)

Net increase (decrease) in cash                                    (88)

Cash  at beginning of period                                       502      420
                                                                 -----    -----

Cash at end of period                                            $ 414    $ 475
                                                                 =====    =====


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 2000 totaled $2,958,000  compared to
             $2,627,000  for the same  period  of  1999.  Current  period  sales
             increased over the first quarter 1999, due to increased  quick turn
             orders for some of the Company's products.  Profits after taxes for
             the  comparable  periods of 2000 versus 1999  totaled  $126,000 and
             $67,000  respectively.  Net  earnings  were  impacted  primarily by
             changes in product  mix  shipped for the  comparable  quarters  and
             lower  manufacturing  costs in the current period. The down turn of
             new orders for military, space and some of the Company's commercial
             products continue to hamper overall growth of the Company.

2.           Cost of sales for the  comparable  first  quarters of 2000 and 1999
             totaled $2,191,000 and $1,984,000 respectively.  Cost of goods sold
             in the  first  quarter  2000  totaled  74.1%  of  related  revenues
             compared to 75.5% in the same quarter  1999.  The decrease in total
             cost of sales for the  comparable  periods is primarily  related to
             decreased cost of labor and manufacturing overheads. Materials cost
             increased  for the same  period  due to  changes  in  product  mix.
             Research and development  expenses decreased as a percentage of net
             sales while actual dollars expensed were relatively stable.

3.           Selling,  general and  administrative  expenses totaled $557,000 or
             18.8%  of net  revenues  in the  first  quarter  2000  compared  to
             $531,000  or 20.2%  of net  revenues  in the  first  quarter  1999.
             Commission expenses were stable at 3.9% of net revenues compared to
             4.0%  for  inside   sales   expenses  and  10.9%  for  general  and
             administrative  expenses.  In  actual  dollars  expensed,   selling
             general and administrative expenses increased approximately $26,000
             with  inside  sales  expenses  increasing  $2,000  compared  to  an
             increase of $13,000 for commission  expense and $11,000 for general
             and administrative expenses.

4.           Net income per share for the first quarter 2000 versus 1999 totaled
             $0.03 and $0.02  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
             $0.03 and $0.02 per share for the respective quarters.

5.           New  orders  for  the  first  quarter  2000  totaled  approximately
             $2,318,000  compared to  $2,277,000  in the first  quarter 1999, an
             increase of 1.5%.

6.           Backlog for the first  quarter 2000 totals  $3,703,000  compared to
             $4,863,000  for the  first  quarter  of 1999 and  represents  a 24%
             decrease in the  comparable  periods.  The  reduction in backlog is
             largely related to lack of new and repeat orders from the military,
             space and oil exploration industries. The Company is addressing the
             backlog  decline by  developing  new  standard  products  which are
             suited to both industrial and high reliability market applications;
             and has recently  reorganized  and increased  staffing of the sales
             /marketing   departments  to  execute  new  sales  initiatives  and
             increase market penetration.  The current backlog represents a good
             mix of the  Company's  product and most of the backlog is scheduled
             to ship in 2000.

7.           Raw   materials   and   process   supply   inventories    decreased
             approximately  ($75,000) and work in process inventories  decreased
             ($148,000)  since November 30, 1999. The decrease in inventories is
             related  to a  decreased  backlog,  and  improved  controls  in raw
             material purchases and scheduling.

8.           Accounts receivable increased  approximately $47,000 since November
             30, 1999.  The increase is related to increased  sales in the first
             quarter.  Days of  revenue  outstanding  totaled  48  days  for the
             quarter ended February 26, 2000 compared to 50 days at November 30,
             1999.

9.           Liabilities  decreased ($104,000) for the first quarter 2000 due to
             reductions  in  accrued  payroll ,  accounts  payable  and  accrued
             liabilities.


<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
                  -------------------------------------------------

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.


April 7, 2000                                /S/ Nicholas Nadolsky
---------------                              -------------------------
Date                                             Nicholas Nadolsky
                                             Chairman of the Board/CEO


April 7, 2000                                /S/  Dave Hendon
---------------                              -------------------------
Date                                              Dave Hendon
                                                  Controller