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 August 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 August 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.

<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                 AUGUST 28, 2004

                                      INDEX

PART I - FINANCIAL INFORMATION

         ITEM 1 - FINANCIAL STATEMENTS

         Condensed Statements of Operations for the three months and nine months
         ended August 28, 2004 and August 30, 2003
         Condensed Balance Sheets as of August 28, 2004 and November 30, 2003
         Condensed Statements of Cash Flows for the nine months ended August 28,
         2004 and August 30, 2003
         Notes to Financial Statements

         ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE 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>
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION



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



ITEM 1 - FINANCIAL STATEMENTS

                                                    Three months ended               Year-to-date
                                                  08/28/04       08/30/03       08/28/04       08/30/03
                                                 -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>

NET SALES                                        $     4,242    $     3,372    $    11,411    $     9,242

COST AND EXPENSES:

    Cost of goods sold                                (2,937)        (2,338)        (7,720)        (6,528)

    Research and development                            (127)           (33)          (231)          (225)

    Selling, general & administrative expenses          (685)          (611)        (1,971)        (2,016)
                                                 -----------    -----------    -----------    -----------

                   Total cost and expenses             3,749          2,982          9,922          8,769


OPERATING INCOME BEFORE INTEREST                         493            390          1,489            473
           AND INCOME TAXES

    Interest income                                        9             22             19             55
                                                 -----------    -----------    -----------    -----------

INCOME BEFORE TAXES                              $       502    $       412    $     1,508    $       528

    Provision for taxes                                 (191)          (156)          (573)          (200)
                                                 -----------    -----------    -----------    -----------

NET INCOME                                       $       311    $       256    $       935    $       328
                                                 ===========    ===========    ===========    ===========

NET INCOME PER SHARE, BASIC AND DILUTED          $      0.12    $      0.08    $      0.36    $      0.11

DIVIDENDS PER SHARE                              $      --             --      $      0.05    $      0.10

WEIGHTED AVERAGE OF SHARES, Basic and diluted      2,578,315      3,066,169      2,578,315      3,066,169
</TABLE>














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 SHEETS
                             (Dollars in thousands)
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS                                                            8/28/04      11/30/03
                                                                         ---------    ---------
<S>                                                                      <C>          <C>

     Cash and cash equivalents                                           $   1,487    $   2,337
     Short term investments                                                  1,906          812
        Receivables, net of allowance for doubtful accounts of $122 on       2,197        1,877
           August 28, 2004 and $89 on November 30, 2003 Inventories:
        Raw materials                                                        1,241          692
        Work-in process                                                      1,196        1,097
                                                                         ---------    ---------
                   Total Inventories                                         2,437        1,789
     Prepaid expenses and other current assets                                  85           71
     Deferred income tax                                                       386          386
                                                                         ---------    ---------
                            Total current assets                             8,498        7,272
                                                                         ---------    ---------

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                       80           80
     Buildings                                                                 498          498
     Facility improvements                                                     797          797
     Machinery and equipment                                                 5,151        5,027
     Furniture and fixtures                                                    479          489
                                                                         ---------    ---------
                            Total property, plant, and equipment             7,005        6,891
         Less accumulated depreciation                                      (6,035)      (5,889)
                                                                         ---------    ---------
     Net property, plant and equipment                                         970        1,002
                                                                         ---------    ---------

                            Total assets                                 $   9,468    $   8,274
                                                                         =========    =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                    $     547    $     308
     Accrued compensation                                                      270          239
     Accrued professional fees                                                  33           23
     Other accrued liabilities                                                 412          249
     Income taxes payable                                                       55          110
                                                                         ---------    ---------
                            Total current liabilities                        1,317          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 August 28, 2004 and
        November 30, 2003
     Paid-in capital                                                           885          885
       Treasury stock, 500,000 shares, at cost                              (1,250)      (1,250)
     Retained earnings                                                       8,139        7,333
                                                                         ---------    ---------

                            Total shareholders' equity                       8,082        7,276
                                                                         ---------    ---------

                            Total liabilities and shareholders' equity   $   9,468    $   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)

                                                                              8/28/04    8/30/03
                                                                              -------    -------
<S>                                                                           <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                               $   935    $   328
     Adjustments to reconcile net income to:
         Cash from operating activities:
             Depreciation and amortization                                        164        151
         Changes in current assets and liabilities:
             Accounts receivable                                                 (320)       124
             Inventories                                                         (648)       222
             Prepaid expenses and other current assets                            (14)       (17)
             Income taxes, prepaid and deferred                                   (55)         5
             Accounts payable                                                     239        (82)
             Payroll and withholdings                                              31        (48)
             Accrued liabilities                                                  173         24
                                                                              -------    -------

                        Net cash provided by operating activities             $   505    $   707

CASH FLOWS FROM INVESTING ACTIVITIES:
        Changes in investments                                                $(1,094)   $ 1,124
        Additions to property, plant and equipment                               (115)
                                                                              -------    -------
                                                                                            (132)

                        Net cash (used in) provided by investing activities    (1,226)     1,009


CASH FLOWS FROM FINANCING ACTIVITIES
         Repurchase of common stock                                              --       (1,471)
         Cash dividend                                                           (129)      (312)
                                                                              -------    -------

                        Net cash used in financing activities                    (129)    (1,783)
                                                                              -------    -------

Net change in cash and cash equivalents                                          (850)       (67)

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

Cash and cash equivalents at end of period                                    $ 1,487    $ 1,229
                                                                              =======    =======

Supplemental cash flow disclosure

      Cash paid for income taxes                                              $   633    $   194
                                                                              =======    =======
</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 August 28, 2004 , the
results of operations for the three months and nine months ended August 28, 2004
and August 30,  2003,  and the cash flows for nine months  ended August 28, 2004
and August 30,  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 August 28, 2004 there were 500,000 options
available to be granted. No options have been granted to date.


Note 5

During fiscal 2004, 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 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 nine months ended
August 28, 2004 and August 30,  2003,  the  Company  had no  dilutive  potential
common stock.


Note 7

Effective May 1, 2004,  the Company and Ms. Wood,  Chief  Executive  Officer and
President of the Company entered into a three (3) year employment agreement at a
base salary of $180,000 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.



                                       6
<PAGE>

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.


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>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                                   (Unaudited)



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

Results of Operations


                                               Three months ended           Year to Date
                                             8/28/2004    8/30/2003    8/28/2004    8/30/2003
                                             ---------    ---------    ---------    ---------
<S>                                          <C>          <C>          <C>          <C>
NET SALES                                       100.00%      100.00%      100.00%      100.00%
COST AND EXPENSES

    Cost of goods sold                           69.24%       69.33%       67.66%       70.63%

    Research and development                      2.99%        0.98%        2.02%        2.44%
    Selling, general & administrative            16.15%       18.12%       17.27%       21.81%
                                             ---------    ---------    ---------    ---------

                   Total cost and expenses       88.38%       88.43%       86.95%       94.88%

OPERATING INCOME BEFORE INTEREST                 11.62%       11.57%       13.05%        5.12%
     AND INCOME TAXES

    Interest income                               0.21%        0.65%        0.17%        0.59%
                                             ---------    ---------    ---------    ---------

INCOME BEFORE TAXES                              11.83%       12.22%       13.22%        5.71%

    Provision for taxes                           4.50%        4.63%        5.02%        2.16%
                                             ---------    ---------    ---------    ---------

NET INCOME                                        7.33%        7.59%        8.20%        3.55%
</TABLE>


Sales for the third  quarter and first nine months ended August 28, 2004 totaled
$4,242,000 and $11,411,000,  respectively. Sales for the third quarter increased
25.8% or $870,000  above sales for the same period of 2003,  while sales for the
first nine months of 2004  increased  23.5% or  $2,169,000  above the first nine
months of 2003.  The  increase in sales is  primarily  attributable  to improved
business  conditions in the company's major market  segments,  combined with the
introduction  of new products.  Sales for the first nine months of 2004 compared
to 2003 increased 24% in the commercial  market, 19% in the military market, and
38% in the space market.

Cost of goods sold for the third  quarter  2004  versus 2003  totaled  69.3% and
69.3% of net sales,  respectively,  while cost of goods sold for the nine months
of the  comparable  period  totaled 67.7% and 70.6%,  respectively.  The cost of
goods sold decrease of 2.9% is attributable  to higher sales volume,  changes in
product mix, and yield improvements on certain products.

Selling,  general and  administrative  expenses for the third  quarter and first
nine months of 2004 totaled 16.2% and 17.2%, respectively, compared to 18.1% and
21.8% for the same period in 2003. In actual dollars expensed,  selling, general
and  administrative  expenses  increased  $74,000 in the third  quarter of 2004,
compared  to 2003,  and  decreased  $45,000  for the first nine  months of 2004,
versus 2003, attributable to lower general and administrative salaries.

Net  income in the third  quarter  and year to date 2004  totaled  $311,000  and
$935,000,  respectively,  compared to $256,000 and  $328,000 for the  comparable
periods in 2003.  Net income per share totaled $.36 and $.11 for the  comparable
nine  months of 2004 and  2003,  respectively.  The  increase  in net  income is
associated with higher sales,  lower cost as a % of sales, and continued control
of overhead and general and administrative expenses.

New orders for the third quarter and  year-to-date  2004 totaled  $5,158,000 and
$15,456,000,  respectively,  compared  to  $2,752,000  and  $8,346,000  for  the
comparable periods of 2003.




                                       8
<PAGE>

Backlog  totaled  $7,809,000  on August 28, 2004  compared to  $4,203,000  as of
August 30, 2003 and $5,594,000 on November 30, 2003.

Total  assets  increased  $1,194,000  to  $9,468,000  as of August 28, 2004 from
$8,274,000  as of November  30,  2003 with an  increase  in cash and  short-term
investments of $244,000,  inventory  increase of $648,000,  accounts  receivable
increase of $320,000,  increase in prepaid expense of $14,000, and a decrease in
net property, plant, and equipment of $32,000.

Accounts receivable, net totaled $2,197,000 as of August 28, 2004 and represents
an increase of $320,000 since November 30, 2003, due to increased sales.

Inventories  totaled $2,437,000 at the end of the third quarter 2004 compared to
$1,789,000  on  November  30,  2003,  an  increase of  $648,000.  Raw  materials
inventories  increased  $549,000 since November 30, 2003, while  work-in-process
inventories  increased $99,000. The increase in raw materials is attributable to
the  purchase  and receipt of long  lead-time  material  which was funded by the
customer, and an increase of piece parts to support the higher sales volume.

Current  liabilities  totaled  $1,316,000  on August 28,  2004  representing  an
increase of $387,000  from  November  30,  2003;  primarily  associated  with an
increase in accounts payable of $239,000 due to increased materials purchases to
support the higher sales volume,  an increase of $31,000 in accrued  payroll,  a
reduction of $55,000 in provision for income taxes, an increase in other accrued
liabilities  of  $163,000  based on  higher  reserves  associated  with  advance
payments from customers, and an increase of $10,000 accrued professional fees.

Shareholders'  equity  increased  $807,000  in the  first  nine  months of 2004.
Earnings per share for the nine month period totaled $.36 per share.

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

Cash and  short-term  investments  as of  August  28,  2004  totaled  $3,393,000
compared to $3,149,000 on November 30, 2003, an increase of $244,000.

As of August  28,  2004 cash  flows  from  operating  activities  were  $505,000
compared to $707,000 as of August 30, 2003.

Capital expenditures through the third quarter of 2004 totaled $132,000 compared
to $115,000 as of August 30,2003.  These purchases were financed internally with
the Company's cash.

A special  cash  dividend  of  $129,000  was paid on  February  13,  2004 to all
shareholders of record.

During fiscal 2004, 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 and  management  personnel  requirements.  The Company  has not  borrowed
against the line of credit to date.

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 third quarter and  year-to-date  2004 totaled  $5,158,000 and
$15,456,000,  respectively,  compared  to  $2,752,000  and  $8,346,000  for  the
comparable periods of 2003. The Company's major new orders received in the third
quarter  of 2004  were  for  custom  design  assemblies  and  microcircuits  for
industrial  applications,  custom  and  new  products  for  military  and  space
applications  and standard  optoelectronics  products sold through  distribution
channels. Orders in the fourth quarter are not expected to keep pace with orders
in the prior three (3) quarters.

Backlog  totaled  $7,809,000  on August 28, 2004  compared to  $4,203,000  as of
August 30, 2003 and $5,594,000 on November 30, 2003. The majority of the backlog
is  shippable  in the next twelve (12) months and  represents  a good mix of the
company's  products and technologies with 17% in the commercial  market,  54% in
the military market, and 29% in the space market.


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.

     As of August 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  Connie  Wood,   Presiedent  and  CEO
                  (Principal  Executive  Officer) Pursuant to Section 302 of the
                  Sarbanes- Oxley Act of 2002

                  31.2 Certification of Patrick Cefalu, CFO (Principal Financial
                  Officer) Pursuant to Section 302 of the Sarbanes- Oxley Act of
                  2002

                  32.1   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

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

         (b)      Reports on Form 8-K

                  At a Board of  Directors  meeting  held on May 11,  2004,  the
                  Board of Directors  unanimously  elected Mr. Nicholas Nadolsky
                  as a  Member  and  Chairman  of the  Board,  to  serve in such
                  positions  until the next annual  meeting of  shareholders  or
                  until his earlier  death,  resignation or removal from office.
                  There is no employment  agreement between Mr. Nadolsky and the
                  Company. Since 1980, the Company has leased a 4800 square foot
                  building  from Mr.  Nadolsky,  at a current  annual  rental of
                  $39,600.


                                       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.



October 11 , 2004                                         /s/ Connie Wood
-----------------                                        -----------------------
Date                                                     Connie Wood
                                                         Chief Executive Officer


October 11  , 2004                                        /s/ Patrick Cefalu
------------------                                       -----------------------
Date                                                     Patrick Cefalu
                                                         Chief Financial Officer


























                                       11