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 March 1, 2003


              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 March 1, 2003 there were  3,627,151  shares  issued and  3,127,151  shares of
registrant's  common stock  outstanding.  The  aggregate  market value of Common
Stock could not be  determined  since  there is no  established  public  trading
market for the Company's Common Stock.





<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                  MARCH 1, 2003

                                      INDEX

PART I   - FINANCIAL INFORMATION

     ITEM 1 -   FINANCIAL STATEMENTS

                  Condensed  Statements of Operations for the three
                  months ended March 1, 2003 and
                  March 2, 2002
                  Condensed Balance Sheets as of March 1, 2003 and
                  November 30, 2002
                  Condensed Statements of Cash Flows
                  for the three months ended March 1, 2003 and
                  March 2, 2002
                  Notes to Financial Statements

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

     ITEM 3-    CONTROLS AND PROCEDURES



PART II  - OTHER INFORMATION

     ITEM 1 -   LEGAL PROCEEDINGS
     ITEM 2 -   CHANGES IN SECURITIES
     ITEM 3 -   DEFAULTS UPON SENIOR SECURITIES
     ITEM 4 -   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     ITEM 5 -   OTHER INFORMATION
     ITEM 6 -   EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                  (b)      Reports on Form 8-K



SIGNATURES


















                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

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

                                                        Three months ended
                                                      03/01/03       03/02/02
                                                    -----------    -----------
NET SALES                                           $     3,086    $     3,092

COST AND EXPENSES:
       Cost of Goods Sold                                (2,173)        (2,066)
       Research and development                             (86)          (133)
       Selling, general & administrative expenses          (734)          (668)
                                                    -----------    -----------
         Total cost and expenses                    $    (2,993)   $    (2,867)

OPERATING INCOME BEFORE INTEREST                    $        93    $       225
       AND INCOME TAXES

INTEREST INCOME                                     $        17    $        26
                                                    -----------    -----------

INCOME BEFORE TAXES                                 $       110    $       251

PROVISION FOR TAXES                                 $       (41)   $      (100)
                                                    -----------    -----------

NET INCOME                                          $        69    $       151
                                                    ===========    ===========

NET INCOME PER SHARE, BASIC AND DILUTED             $       .02    $       .05

DIVIDENDS PER SHARE                                 $       .10    $      --

WEIGHTED AVERAGE OF SHARES, Basic and diluted         3,127,151      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)
                                                                     03/01/03      11/30/02
                                                                    ----------    ----------
                                     ASSETS                         Unaudited
<S>                                                                 <C>           <C>
CURRENT ASSETS
    Cash and cash equivalents                                       $      900    $    1,296
    Short term investments                                               3,043         2,728
    Receivables, net of allowance for doubtful accounts of $89           1,658         1,801
        on March 1, 2003 and November 30, 2002
    Inventories:
         Raw materials                                              $      915    $    1,022
         Work-in process                                                 1,255         1,278
                                                                    ----------    ----------
             Total Inventories                                      $    2,170    $    2,300
    Prepaid expenses and other current assets                               27            56
    Deferred income tax                                                    330           330
                                                                    ----------    ----------
             Total current assets                                   $    8,128    $    8,511

PROPERTY, PLANT AND EQUIPMENT, at cost:
    Land                                                            $       80    $       80
    Buildings                                                              498           498
    Facility improvements                                                  797           797
    Machinery and equipment                                              4,981         4,955
    Furniture and fixtures                                                 454           440
                                                                    ----------    ----------
      Total property, plant, and equipment                          $    6,810    $    6,770
    Less accumulated depreciation                                       (5,774)       (5,719)
                                                                    ----------    ----------
           Net property, plant and equipment                        $    1,036    $    1,051
                                                                    ----------    ----------
OTHER ASSETS:
    Long-Term Investments                                           $     --      $      112
                                                                    ----------    ----------

            Total assets                                            $    9,164    $    9,674
                                                                    ==========    ==========

               LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable                                               $      425    $      501
     Accrued compensation                                                  216           256
     Accrued professional fees                                              16            48
     Other accrued liabilities                                             109           234
     Income taxes payable                                                  116           109
                                                                    ----------    ----------
       Total current liabilities                                    $      882    $    1,148
                                                                    ----------    ----------

DEFERRED INCOME TAXES                                               $       78    $       78
SHAREHOLDERS' EQUITY
    Common stock, ($.10 par value), authorized 10,000,000 shares,   $      363    $      363
      3,627,151 issued, 3,127,151 outstanding
    Paid-in capital                                                 $      885    $      885
    Treasury stock, 500,000 shares, at cost                             (1,250)       (1,250)
    Retained earnings                                                    8,206         8,450
                                                                    ----------    ----------
       Total shareholders' equity                                   $    8,204    $    8,448
                                                                    ----------    ----------
             Total liabilities and shareholders' equity             $    9,164    $    9,674
                                                                    ==========    ==========
</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)
                                                                  Three months ended
                                                                03/01/03      03/02/02
                                                               ----------    ----------
<S>                                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                     $       68    $      151
Adjustments to reconcile net income to:
    Cash from operating activities:
        Depreciation and amortization                          $       56    $       65
    Changes in current assets and liabilities:
        Accounts receivable                                    $      143    $     (279)
        Inventories                                                   130          (147)
        Prepaid expenses and other current assets                      29            (6)
        Income taxes, prepaid and deferred                              7           100
        Accounts payable                                              (77)           (5)
        Payroll and withholdings                                      (40)          (35)
        Accrued liabilities                                          (156)           15
                                                               ----------    ----------
         Net cash provided by (used in) operating activities   $      160    $     (141)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Increase in short-term investments                         $     (203)   $      258
    Additions to property, plant and equipment                        (40)          (67)
                                                               ----------    ----------
      Net cash provided by (used in) investing activities      $     (243)   $      191

CASH FLOWS FROM FINANCING ACTIVITIES

    Cash dividend                                              $     (313)   $     --
                                                               ----------    ----------
      Net cash used in financing activities                    $     (313)   $     --

      Net change in cash and cash equivalents                  $     (396)   $       50

Cash and Cash Equivalents at beginning of period               $    1,296    $    1,294
                                                               ----------    ----------

Cash and Cash Equivalents at end of period                     $      900    $    1,344
                                                               ==========    ==========

Supplemental Cash Flow Disclosure
         Cash Paid For Income Taxes                            $       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  condensed  financial  statements
include all  adjustments  (consisting  of only  normal,  recurring  adjustments)
necessary to present  fairly the financial  position as of March 1, 2003 and the
condensed statement of cash flows and the statements of operations for the three
months ended March 1, 2003.  Unaudited  financial  statements  are prepared on a
basis  substantially  consistent  with those audited for the year ended November
30, 2002. The statement 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,  2002,  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.


Note 4

Effective  February 5, 2001,  the Company  entered  into an  agreement  with Mr.
Nicholas  Nadolsky,  the Company's  immediate past Chief  Executive  Officer and
Chairman  of the Board,  under the terms of which the Company may be required to
purchase Mr. Nadolsky's 548,836 shares of stock under certain circumstances. The
circumstances are Mr. Nadolsky's death,  permanent  disability or termination of
employment  with the company.  Mr.  Nadolsky is currently on medical leave.  Mr.
Nadolsky's  medical  leave  (and  Mr.  Nadolsky's   employment  agreement)  will
terminate on May 1, 2003,  at which time the Company may be required to purchase
Mr.  Nadolsky's  present shares of the Company's  common stock. Mr. Nadolsky has
indicated  he will  require the Company to  purchase  his shares  after May 1st.
Based on the agreement between the Company and Mr. Nadolsky,  the estimated cost
of the transaction would be in the range of $1,300,000 to $1,500,000. This would
likely  be  financed   internally   with  the  Company's   cash  and  short-term
investments,  although the  possibility  of  borrowing  all or part of the funds
necessary to purchase the shares is possible.


Note 5

On March 1, 2001,  the Company's  shareholders  approved the 2001 Employee Stock
Option Plan (the "Stock Plan").  As of March 1, 2003 there were 500,000  options
available to be granted. No options have been granted to date.


Note 6

During fiscal 2002, 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 7

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
March 1, 2003 and March 2, 2002,  the Company had no dilutive  potential  common
stock.


                                       6
<PAGE>

Note 8

Certain amounts have been reclassified to conform to current year presentation.


Note 9

Effective  May 1, 2002,  the Company's CEO and Chairman of the Board since 1974,
Nicholas  Nadolsky,  began a medical leave of absence.  Ms.  Connie Wood,  Chief
Operating  Officer and President has been appointed by the Board of Directors as
the Chief Executive  Officer and President of the Company.  Ms. Wood was elected
to the Board of Directors at the Company's  Annual meeting on March 1, 2002. Ms.
Wood has  been  with  the  Company  since  February  1969  and has held  several
significant senior management positions with the Company during her employment.

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


Note 10

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 11

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 two members of the audit  committee,  Messrs.  Hempel 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

Results of Operations

The  following  table  expresses  the  Company's  statements  of operations as a
percentage of net sales.

                                                        Three months ended
                                                       03/01/03    03/02/02
                                                       --------    --------
NET SALES                                                100.0%      100.0%

COST AND EXPENSES:
          Cost of Goods Sold                              70.4%       66.8%
          Research and development                         2.8%        4.3%
          Selling, general & administrative expenses      23.8%       21.6%
            Total cost and expenses                       97.0%       92.7%

OPERATING INCOME BEFORE INTEREST                           3.0%        7.3%
           AND INCOME TAXES

INTEREST INCOME                                            0.6%        0.8%

INCOME BEFORE TAXES                                        3.5%        8.1%

PROVISION FOR TAXES                                        1.3%        3.2%

NET INCOME                                                 2.2%        4.9%
                                                       ========    ========

Sales for the first quarter totaled $3,086,000, a decrease of $6,000 below sales
for the same period of 2002.

Cost of sales combined with research and  development for the first quarter 2003
versus  2002  totaled  73.2% and 71.1%,  respectively,  of net sales.  The first
quarter cost of sales percentages  increased 2.1% compared to 2002 results.  The
increase related primarily to changes in product mix and material yield issues.

Selling,  general and  administrative  expenses  for the first  quarter  totaled
23.8%,  compared to 21.6% for the same quarter 2002,  reflecting a 2.2% increase
in  the  current  year.  In  actual  dollars  expensed,   selling,  general  and
administrative  expenses  increased  $66,000 compared to the first quarter 2002.
The  increase is due to the addition of an Executive  Vice  President  and Chief
Operating  Officer  resulting in $38,000  additional  salaries  during the first
quarter 2003; and increased sales  commissions of $29,000 to the Company's sales
representatives for sales of the Company's products through distributors,  based
on a recent change to the independent representative contracts.

Net income in the first quarter  totaled  $69,000,  compared to $151,000 for the
comparable period in 2002. Net income per share for the comparable  quarter 2003
versus 2002  totaled  $0.02 and $0.05  respectively.  The  decrease in income is
attributed  to higher  manufacturing  costs and increased  selling,  general and
administrative expenses.

New orders for the first quarter totaled  $1,814,000  compared to $2,459,000 for
the  comparable  period of 2002. The decrease in new orders in the first quarter
is primarily  attributable  to the  continued  weak economy,  funding  delays on
certain military and space programs, and an order cancellation of $138,000 for a
custom medical product.

Backlog  totaled  $3,869,000 on March 1, 2003 compared to $4,869,000 as of March
2, 2002 and $5,144,000 on November 30, 2002. A significant amount of the backlog
is expected to ship in fiscal 2003.

Total  assets  decreased  $510,000  to  $9,164,000  as of  March  1,  2003  from
$9,674,000  as of  November  30,  2002,  attributable  to a  decrease  in  cash,
short-term investments, inventories, and accounts receivable.


                                       8
<PAGE>

Accounts  receivable,  net totaled $1,658,000 as of March 1, 2003, a decrease of
$143,000  since  November 30, 2002.  The decrease in  receivables  is related to
timing of collections for the first quarter 2003.

Inventories  totaled $2,170,000 at the end of the first quarter 2003 compared to
$2,300,000  on November  30,  2002,  a decrease  of  $130,000.  Inventories  are
comprised of raw materials  totaling  $915,000 and  work-in-process  inventories
totaling  $1,255,000.  The decrease in inventory is related to change in product
mix and lower production requirements for the 2nd quarter of 2003.

Current  liabilities  totaled  $882,000 on March 1, 2003, a decrease of $269,000
since  November  30,  2002.  The  decrease  in  current  liabilities  is related
primarily  to the  decrease  in  reserves  of $53,000  established  for  advance
material purchases for certain contracts;  accounts payable decrease of $78,000,
decrease of $40,000 for commissions  payable, and a $32,000 reduction of accrued
professional fees with the payment of the 2002 annual audit fees.

Shareholders'  equity  decreased  $244,000  in the first  three  months of 2003.
Earnings per share for the three month period totaled $.02 per share.


Liquidity and Capital Resources

Cash and  short-term  investments  as of  March 1,  2003  totaled  $3,943,000  a
decrease of $81,000 since November 30, 2002. The decrease in cash and short-term
investments is attributable  to the payment of a cash dividend of $313,000,  the
investment  of $40,000 in  equipment,  offset by $160,000  net cash  provided by
operations.

As of March 1, 2003 cash flows from operating  activities were $160,000 compared
to  ($141,000)  as of  March  2,  2002.  The  improved  collections  of  account
receivables  and the decrease in inventories  contributed  significantly  to the
improved cash flows from operating activities for the comparable periods.

Capital  expenditures through the first quarter of 2003 totaled $40,000 compared
to  $67,000  in the  first  quarter  of  2002.  These  purchases  were  financed
internally with the Company's cash.

During fiscal 2002 the Company renewed the  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.

Effective  February 5, 2001,  the Company  entered  into an  agreement  with Mr.
Nicholas  Nadolsky,  the Company's  immediate past Chief  Executive  Officer and
Chairman  of the Board,  under the terms of which the Company may be required to
purchase Mr. Nadolsky's 548,836 shares of stock under certain circumstances. The
circumstances are Mr. Nadolsky's death,  permanent  disability or termination of
employment  with the Company.  Mr.  Nadolsky is currently on medical leave.  Mr.
Nadolsky's  medical  leave  (and  Mr.  Nadolsky's   employment  agreement)  will
terminate on May 1, 2003,  at which time the Company may be required to purchase
Mr.  Nadolsky's  present shares of the Company's  common stock. Mr. Nadolsky has
indicated  he will  require the Company to  purchase  his shares  after May 1st.
Based on the agreement between the Company and Mr. Nadolsky,  the estimated cost
of the transaction would be in the range of $1,300,000 to $1,500,000. This would
likely  be  financed   internally   with  the  Company's   cash  and  short-term
investments,  although the  possibility  of  borrowing  all or part of the funds
necessary to purchase the shares is possible.

Cautionary Statement

This Form 10-QSB contains  forward-looking  statements that are made pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.  Actual  results  could  differ  materially.  Investors  are  warned  that
forward-looking  statements involve risks and unknown factors including, but not
limited to, customer cancellation or rescheduling of orders,  problems affecting
delivery  of  vendor-supplied   raw  materials  and  components,   unanticipated
manufacturing  problems and availability of direct labor resources.  The Company
disclaims any responsibility to update the forward-looking  statements contained
herein, except as may be required by law.



                                       9
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

     (a)  Evaluation of disclosure controls and procedures.

          Within  the 90 days  prior to the  date of this  report,  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  periodic  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

               99.1  Certification of Connie Wood,  President and CEO (Principal
               Executive  Officer),  Pursuant  to 18 U.S.C.  Section  906 of the
               Sarbanes-Oxley Act of 2002


               99.2  Certification of Patrick Cefalu,  CFO (Principal  Financial
               Officer), Pursuant to 18 U.S.C. Section 906 of the Sarbanes-Oxley
               Act of 2002.

          (b)  Form 8-K

               None




                                       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.


                                                          /s/ Connie Wood
April 10, 2003                                           -----------------------
--------------                                           Connie Wood
                                                         Chief Executive Officer


                                                          /s/ Patrick Cefalu
April 10, 2003                                           -----------------------
--------------                                           Patrick Cefalu
Date                                                     Chief Financial Officer








                                       11
<PAGE>

                                 CERTIFICATIONS

I, Connie Wood, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Micropac  Industries,
Inc;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: April 10, 2003
                                            /s/ Connie Wood
                                           -------------------------------------
                                           Connie Wood
                                           President and Chief Executive Officer





                                       12
<PAGE>

I, Patrick Cefalu, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Micropac  Industries,
Inc;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: April 10, 2003
                                                          /s/ Patrick Cefalu
                                                         -----------------------
                                                         Patrick Cefalu
                                                         Chief Financial Officer