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 June 1, 2002


              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  June  1,  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.

On July 12, 2002, the Company decided to no longer engage Arthur Andersen LLP as
its independent accountant and appointed KPMG LLP as successor accountant.  As a
result of the dismissal of Andersen,  the financial  statements  for the quarter
ended  June 1,  2002  included  in this  filing  have not been  reviewed  by the
Company's independent  accountant pursuant to Rule 10-01(d). As permitted by the
guidance  issued by the SEC in Release Nos.  33-8070/34-45590,  a review for the
quarter ended June 1, 2002 will be conducted in conjunction with the independent
accountant's  review of the financial  statements for the quarter and cumulative
interim period to date ending August 31, 2002.


                                       1
<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                  JUNE 1, 2002

                                      INDEX

PART I  - FINANCIAL INFORMATION

     ITEM 1 -   FINANCIAL STATEMENTS

                    Condensed Statements  of Operations for the three months and
                         six months ended June 1, 2002 and May 26, 2001
                    Condensed Balance Sheets as of June 1, 2002 and November 30,
                         2001
                    Condensed Statements of Cash Flows  for the six months ended
                         June 1, 2002 and May 26, 2001
                    Notes to Financial Statements

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



PART II  - OTHER INFORMATION

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


SIGNATURES




                                       2
<PAGE>
<TABLE>
<CAPTION>

On July 12, 2002, the Company decided to no longer engage Arthur Andersen LLP as
its independent accountant and appointed KPMG LLP as successor accountant.  As a
result of the dismissal of Andersen,  the financial  statements  for the quarter
ended  June 1,  2002  included  in this  filing  have not been  reviewed  by the
Company's independent  accountant pursuant to Rule 10-01(d). As permitted by the
guidance  issued by the SEC in Release Nos.  33-8070/34-45590,  a review for the
quarter ended June 1, 2002 will be conducted in conjunction with the independent
accountant's  review of the financial  statements for the quarter and cumulative
interim period to date ending August 31, 2002.


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


PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                                                          Statement of Income           Statement of Income
                                                        For three months ended             Year-to-date
                                                        6/01/02        5/26/01        6/01/02        5/26/01
                                                      -----------    -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>            <C>
NET SALES                                             $     3,488    $     3,535    $     6,580    $     6,600

COST AND EXPENSES:

    Cost of Goods Sold                                     (2,426)        (2,482)        (4,492)        (4,665)

    Research and development                                  (69)           (87)          (202)          (170)

    Selling, general & administrative expenses               (671)          (675)        (1,339)        (1,334)
                                                      -----------    -----------    -----------    -----------

                            Total cost and expenses         3,166          3,244          6,033    $     6,169


OPERATING INCOME BEFORE INTEREST                              322            291            547            431
        AND INCOME TAXES

    Interest income                                            17             42             43             98
                                                      -----------    -----------    -----------    -----------

INCOME BEFORE TAXES                                   $       339    $       333    $       590    $       529

    Provision for taxes                                      (136)          (133)          (236)          (205)
                                                      -----------    -----------    -----------    -----------

NET INCOME                                            $       203    $       200    $       354    $       324
                                                      ===========    ===========    ===========    ===========

NET INCOME PER SHARE, BASIC AND DILUTED               $       .06    $       .06    $       .11    $       .10

DIVIDENDS PER SHARE                                          --             --      $         0    $       .10


WEIGHTED AVERAGE OF SHARES, Basic and diluted           3,127,151      3,127,151      3,127,151      3,294,975
</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 SHEET
                             (Dollars in thousands)
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS                                                           6/01/02      11/30/01
                                                                       ----------    ----------
<S>                                                                    <C>           <C>
     Cash and cash equivalents                                         $      573    $      486
     Short term investments                                                 3,031         2,994
     Receivables, net of allowance for doubtful accounts of $89 on          1,927         1,740
            June 1, 2001 and November 30, 2001
     Inventories:
         Raw materials                                                      1,117         1,045
         Work-in process                                                    1,315         1,142
                                                                       ----------    ----------
     Total Inventories                                                      2,432         2,187
     Prepaid expenses and other current assets                                 93            83
     Deferred income tax                                                      273           273
                                                                       ----------    ----------
                        Total current assets                                8,329         7,763
                                                                       ----------    ----------

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                      80            80
     Buildings                                                                498           498
     Facility improvements                                                    796           733
     Machinery and equipment                                                4,888         4,884
     Furniture and fixtures                                                   390           389
                                                                       ----------    ----------
                        Total property, plant, and equipment                6,652         6,584
         Less accumulated depreciation                                     (5,602)       (5,472)
                                                                       ----------    ----------
     Net property, plant and equipment                                      1,050         1,112
                                                                       ----------    ----------
                        Total assets                                   $    9,379    $    8,875
                                                                       ==========    ==========

                                     LIABILITIES AND SHAREHOLDERS'
EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                  $      498    $      471
     Accrued compensation                                                     276           271
     Accrued professional fees                                                 37            52
     Other accrued liabilities                                                241           118
     Income taxes payable                                                     139           129
                                                                       ----------    ----------
                        Total current liabilities                           1,191         1,041
                                                                       ----------    ----------

DEFERRED INCOME TAXES                                                          25            25

SHAREHOLDERS' EQUITY
     Common stock, ($.10 par value), authorized 10,000,000 shares,            363           363
          3,627,151 issued 3,127,151 outstanding at June 1, 2002 and
             November 30, 2001
     Paid-in capital                                                          885           885
       Treasury stock, 500,000 shares, at cost                             (1,250)       (1,250)
     Retained earnings                                                      8,165         7,811
                                                                       ----------    ----------

                        Total shareholders' equity                          8,163         7,809
                                                                       ----------    ----------

                        Total liabilities and shareholders' equity     $    9,379    $    8,875
                                                                       ==========    ==========
</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)

                                                                             6/01/02      5/26/01
                                                                            ---------    ---------
<S>                                                                         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                             $     354    $     324
     Adjustments to reconcile net income to:
         Cash from operating activities:
             Depreciation and amortization                                        129          135
         Changes in current assets and liabilities:
             Accounts receivable                                                 (187)        (103)
             Inventories                                                         (245)        (138)
             Prepaid expenses and other current assets                            (10)          14
             Income taxes, prepaid and deferred                                    10           (8)
             Accounts payable                                                      27         (181)
             Payroll and withholdings                                               5          (29)
             Accrued liabilities                                                  108          (78)
                                                                            ---------    ---------

                                 Net cash provided by (used in) operating         191          (64)
activities

CASH FLOWS FROM INVESTING ACTIVITIES:
        Increase in short-term investments                                        (37)         754
        Additions to property, plant and equipment                                (67)         (95)
                                                                            ---------    ---------


                              Net cash provided by (used in) investing           (104)         659
activities

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

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

Net change in cash and cash equivalents                                            87       (1,018)

Cash and Cash Equivalents at beginning of period                                  486        1,249
                                                                            ---------    ---------

Cash and Cash Equivalents at end of period                                  $     573    $     231
                                                                            =========    =========

Supplemental Cash Flow Disclosure
      Cash Paid For Income Taxes                                            $     178    $     211
</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.
                                   (Unaudited)
                          NOTES TO FINANCIAL STATEMENTS

Note 1 Management Representations

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 June 1, 2002 and the
cash flows and the  results of  operations  for the three  months and six months
ended June 1, 2002 and May 26, 2001. Unaudited financial statements are prepared
on a basis  substantially  consistent  with  those  audited  for the year  ended
November 30, 2001. 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

In 2001,  the Board of  Directors  of Micropac  Industries,  Inc.  approved  the
payment of a $.10 per share dividend to all  shareholders  of record on February
1, 2001. The dividend payment was paid to shareholders on February 21, 2001.

Note 4

In 2001,  the  Company  repurchased  500,000  shares at $2.50  per share  from a
significant  individual  shareholder  who is also a member  of  management.  The
Company continues to hold the 500,000 shares as treasury stock.

Note 5

On March 1, 2001,  the Company's  shareholders  approved the 2001 Employee Stock
Option Plan (the "Stock  Plan").  As of June 1, 2002 there were 500,000  options
available to be granted. No options had been granted to date.

Note 6

During fiscal 2001, the Company obtained 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 six months ended
June 1, 2002 and May 26,  2001,  the Company had no  dilutive  potential  common
stock.

Note 8

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



                                       6
<PAGE>

Note 9

Effective May 13, 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.











                                       7
<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                                   (Unaudited)



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


                                             Three months ended       Year to Date
                                             6/01/02    5/26/01    6/01/02    5/26/01
                                            --------   --------   --------   --------
<S>                                         <C>        <C>        <C>        <C>
NET SALES                                     100.0%     100.0%     100.0%     100.0%

COST AND EXPENSES
    Cost of sales                              69.6%      70.2%      68.2%      70.7%
    Research and development                    2.0%       2.5%       3.1%       2.6%
    Selling, general and administrative        19.2%      19.1%      20.4%      20.2%
                                            --------   --------   --------   --------

                  Total cost and expenses      90.8%      91.8%      91.7%      93.5%

OPERATING INCOME BEFORE INTEREST                9.2%       8.2%       8.3%       6.5%
     AND INCOME TAXES

    Interest income                              .5%       1.2%        .7%       1.5%
                                            --------   --------   --------   --------

INCOME BEFORE TAXES                             9.7%       9.4%       9.0%       8.0%

    Provision for taxes                         3.9%       3.8%       3.6%       3.1%
                                            --------   --------   --------   --------

NET INCOME                                      5.8%       5.7%       5.4%       4.9%
</TABLE>


Sales for the  second  quarter  and year to date  2002  totaled  $3,488,000  and
$6,580,000, respectively. Sales for the second quarter decreased 1.4% or $47,000
below  sales  for the  same  period  of 2001  while  year-to-date  sales in 2002
decreased .3% or $20,000 below the first six months of 2001.

Cost of sales for the second  quarters 2002 versus 2001 totaled 69.6% and 70.2%,
respectively,  of net  sales  while  year-to-date  cost of  sales  for the  same
comparable years totaled 68.2% and 70.7%. Both the quarter and year-to-date cost
of sales percentages  decreased slightly compared to 2001 results. The reduction
is  related   primarily   to  changes   in  product   mix  and  cost   reduction
implementation.

Selling,  general and administrative expenses for the second quarter and year to
date 2002 totaled 19.2% and 20.4%, respectively, compared to 19.1% and 20.2% for
the same  quarter  and  year-to  date in 2001.  As a  percentage  of net  sales,
selling,  general and  administrative  expenses  increased for both  comparative
periods.  In  actual  dollars  expensed,  selling,  general  and  administrative
expenses  decreased $4,000 for the comparable  quarters and increased $5,000 for
the comparable years-to-date.

Net income in the second  quarter  and year to date 2002  totaled  $203,000  and
$354,000,  respectively,  compared to $200,000 and  $324,000 for the  comparable
periods in 2001.  The income  increase for the  comparable  quarters and year to
date was related  primarily to reduced cost of goods sold  expenses.  Net income
per share for the comparable  quarters in 2002 versus 2001 totaled $.06 for both
periods  while  year-  to-date  income per share  totaled  $.11 and $.10 for the
comparable six months of 2002 and 2001, respectively. The increase in income per
share is related to increased net income and reduced  weighted average number of
shares.

New orders for the second quarter and year-to-date  2002 totaled  $2,887,000 and
$5,345,000,  respectively,  compared  to  $3,089,000  and $  $7,062,000  for the
comparable  periods of 2001. New orders are for add-on's to existing  contracts,
re-buys  for  certain  custom  products  and  continued  sales of the  Company's
standard products.


                                       8
<PAGE>

Backlog totaled  $4,207,000 on June 1, 2002 compared to $5,895,000 as of May 26,
2001 and  $5,512,000 on November 30, 2001.  The backlog  decrease is a result of
decreased  bookings in the first six months of the current  year. A  significant
amount of the backlog is expected to ship in fiscal 2002.

Total assets increased $504,000 to $9,379,000 as of June 1, 2002 from $8,875,000
as of November 30, 2001. The increase is attributed  primarily to net income for
the first six months of 2002.

Accounts receivable, net totaled $1,927,000 as of June 1, 2002 and represents an
increase  of  $187,000  since  November  30,  2001.  The  increase  in  accounts
receivable is related to timing of collections. Days' sales totaled 49.7 days on
June 1, 2002 compared to 51.9 days on November 30, 2001.

Inventories totaled $2,432,000 at the end of the second quarter 2002 compared to
$2,187,000  on November  30,  2001,  an increase of  $245,000.  Inventories  are
comprised of raw materials totaling $1,117,000 and  work-in-process  inventories
totaling $1,315,000.  Raw materials inventories increased $72,000 since November
30, 2001, while work-in-process  inventories increased $173,000. The increase in
inventory is related to change in product mix and  production  requirements  for
the 3rd quarter of 2002.

Current liabilities totaled $1,191,000 on June 1, 2002 and represent an increase
of $ 150,000 since  November 30, 2001.  The increase in current  liabilities  is
related  primarily to reserves  established for advanced  purchases of materials
for some of the Company's military/space projects.

Shareholders'  equity  increased  $354,000  in the  first  six  months  of 2002.
Earnings per share for the six month period totaled $.11 per share.


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

Cash and short-term  investments as of June 1, 2002 totaled $3,604,000  compared
to  $3,480,000  on November 30, 2001,  an increase of $124,000.  The increase in
cash  and  short-term  investments  is  attributable  to a  positive  cash  flow
generated from normal operating  activities and then invested in certificates of
deposit.   Cash  and  cash  equivalents   increased  $87,000  while  short  term
investments increased $37,000.

As of June 1, 2002 cash flows from operating  activities were $191,000  compared
to $(64,000) as of May 26, 2001.

Capital  expenditures  through the second quarter of 2002 totaled  $67,000.  The
primary asset  purchased in 2002 was a new fire alarm system for the  protection
of Company assets while lesser amounts were used to purchase production and test
equipment. These purchases were financed with the Company's cash.

During fiscal 2001 the Company obtained 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.


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>

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 A 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 duly caused this report to be signed on its behalf
          by the undersigned duly authorized.


                            MICROPAC INDUSTRIES, INC.




July 15, 2002                                             /s/ Connie Wood
-------------                                            -----------------------
Date                                                     Connie Wood
                                                         Chief Executive Officer



July 15, 2002                                             /s/ Patrick Cefalu
-------------                                            -----------------------
Date                                                     Patrick Cefalu
                                                         Chief Financial Officer