SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10 QSB




                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                       for the Quarter Ended May 29, 1999


              For the Transition Period from_________ to _________

                          Commission File Number 0-5109


                            MICROPAC INDUSTRIES, INC.




       Delaware                                           75-1225149
------------------------                        -------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)

905 E. Walnut, Garland, Texas                                75040
--------------------------------------                     ----------
(Address of Principal Executive Office)                    (Zip Code)

Registrant's Telephone Number, including Area Code       (972) 272-3571
                                                         --------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes   X                                                                 No
    -----                                                                  -----

At  November  30,  1998  and  May 29,  1999,  there  were  3,627,151  shares  of
registrant's  common stock  outstanding.  On these dates,  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

                                  MAY 29, 1999

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                     Condensed  Statements  of  Income  for the  three
                       months and six months ended May 29, 1999 and May 30, 1998
                     Condensed Balance Sheets
                     Condensed Statements of Cash Flows


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

PART II - OTHER INFORMATION

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


SIGNATURES


<PAGE>


<TABLE>

<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)


PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statement


                                                     Statement of Income          Statement of Income
                                                    for three months ended            Year-to-date
                                                    5/29/99        5/30/98        5/29/99       5/30/98
                                                  -----------    -----------    -----------    -----------
<S>                                               <C>            <C>            <C>            <C>

Sales, Net of Returns & Allowances                $ 2,874,624    $ 2,836,104    $ 5,501,675    $ 6,103,904

Cost of Goods Sold                                 (2,117,473)    (2,193,830)    (4,100,899)    (4,575,209)
                                                  -----------    -----------    -----------    -----------

    Gross Margin                                      757,151        642,274      1,400,776      1,528,695

Selling, General & Administrative Expense            (569,641)      (543,217)    (1,100,850)    (1,165,981)
                                                  -----------    -----------    -----------    -----------

    Pre-Tax Income                                    187,510         99,057        299,926        362,714

Provision for Income Taxes                            (75,004)       (35,554)      (119,970)      (126,949)
                                                  -----------    -----------    -----------    -----------

    Net Income                                    $   112,506    $    63,503    $   179,956    $   235,765
                                                  ===========    ===========    ===========    ===========
Net Income Per Share                              $       .03    $       .02    $       .05    $       .06

Dividends per Share                                      --             --

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


</TABLE>

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


<PAGE>

<TABLE>

<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                                  BALANCE SHEET
                                   (Unaudited)

                                     ASSETS


CURRENT ASSETS                                                               5/29/99      11/30/98         5/30/98       11/30/97
                                                                         -----------    -----------    -----------    -----------
<S>                                                                      <C>            <C>            <C>            <C>

     Cash                                                                $ 1,193,398    $   419,920    $    52,810    $   106,200
     Short term investments                                                1,449,573      1,934,456      1,565,258      1,542,919
     Receivables, net of allowance for doubtful accounts                   1,630,078      1,521,703      1,688,143      2,412,443
     $109,911 on May 29, 1999 and $95,495 on May 30, 1998

Inventories:
         Raw materials                                                     1,504,972      1,794,081      1,961,953      1,559,788
         Work-in process                                                     964,378      1,090,339      1,249,526      1,147,572
     Prepaid expenses and other current assets                                51,347         75,258         65,404         63,371
     Deferred income tax                                                     300,951        300,951        301,951        301,951
                                                                         -----------    -----------    -----------    -----------

                               Total current assets                        7,094,697      7,136,708      6,885,046      7,134,245

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                     80,000         80,000         80,000         80,000
     Buildings                                                               497,924        497,924        497,924        497,924
     Facility improvements                                                   690,628        690,628        692,487        694,705
     Machinery and equipment                                               4,468,459      4,434,214      4,458,816      4,335,347
     Furniture and fixtures                                                  406,483        349,276        381,627        379,667
                                                                         -----------    -----------    -----------    -----------

                               Total property, plant, and equipment        6,143,494      6,052,042      6,110,854      5,987,643

         Less accumulated depreciation                                    (4,930,104)    (4,812,400)    (4,791,166)    (4,663,958)
                                                                         -----------    -----------    -----------    -----------

     Net property, plant and equipment                                     1,213,390      1,239,642      1,319,687      1,323,686
                                                                         -----------    -----------    -----------    -----------
                               Total assets                              $ 8,308,087    $ 8,376,350    $ 8,204,734    $ 8,457,930
                                                                         ===========    ===========    ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                    $   363,327    $   340,118    $   480,919    $   806,795
     Accrued payroll                                                         156,859        332,088        326,578        343,500
     Accrued professional fees                                                39,203         54,205         62,053         64,552
     Other accrued liabilities                                               170,574        160,094         82,701        226,166
     Income taxes payable                                                     93,905        185,582        109,949        110,137
                                                                         -----------    -----------    -----------    -----------

                                 Total current liabilities                   823,868      1,072,087      1,062,200      1,551,150

DEFERRED INCOME TAXES                                                         41,948         41,948         89,948         89,948

SHAREHOLDERS' EQUITY
     Common stock ($.10 par value) 10,000,000                                362,715        362,715        362,715        362,715
       authorized, 3,627,151 outstanding
     Paid-in capital                                                         885,540        885,540        885,540        885,540
     Retained earnings                                                     6,194,016      6,014,060      5,804,330      5,568,577
                                                                         -----------    -----------    -----------    -----------

                                  Total shareholders' equity               7,442,271      7,262,316      7,052,585      6,816,832
                                                                         -----------    -----------    -----------    -----------

                                        Total liabilities and            $ 8,308,087    $ 8,376,350    $ 8,204,734    $ 8,457,930
                                                                         ===========    ===========    ===========    ===========
</TABLE>

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



<PAGE>

<TABLE>

<CAPTION>


                            MICROPAC INDUSTRIES, INC.
                             STATEMENTS OF CASH FLOW
                                   (Unaudited)


CASH FLOWS FROM OPERATING ACTIVITIES:                         5/29/99        5/30/98
                                                          -----------    -----------
<S>                                                       <C>            <C>

     Net Income                                           $   179,956    $   235,765
     Adjustments to reconcile net income to
         cash from operating activities:
             Depreciation and amortization                    117,704        127,188
         Changes in current assets and liabilities:
             Accounts receivable                             (108,375)       724,300
             Inventories                                      415,070       (504,119)
             Prepaid expenses & other current assets           23,911         (2,033)
             Income taxes                                     (91,677)          (188)
             Accounts payable                                  23,209       (325,876)
             Payroll & withholdings                          (175,229)       (16,922)
             Accrued liabilities                               (4,522)      (145,964)
             Cash flow from investing activities              484,883        (22,330)
                                                          -----------    -----------
         Net cash from operating activities                   864,930         69,821
                                                          ===========    ===========

CASH FLOWS FROM INVESTING ACTIVITIES:


        Additions to property, plant and equipment            (91,452)      (123,211)
                                                          -----------    -----------
         Net cash from investing activities                   (91,452)      (123,211)

Net increase (decrease) in cash                               773,478        (53,390)

Cash at beginning of period                                   419,920        106,200
                                                          -----------    -----------

Cash at end of period                                     $ 1,193,398    $    52,810
                                                          ===========    ===========
</TABLE>


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

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


<PAGE>



                            MICROPAC INDUSTRIES, INC.
ITEM 2          MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS



1.   Sales for the second  quarter and year to date 1999 totaled  $2,875,000 and
     $5,502,000  respectively.  Sales for the second  quarter of 1999  increased
     1.4% or $39,000  above sales for the same period of 1998,  due primarily to
     increased  orders from the  semiconductor  industry.  Year to date sales in
     1999 finished down (9.9%) or ($602,000) below the first six months of 1998.
     Sales were down year to date for the comparable periods due to the downturn
     in Asia's economy,  which affected  Micropac's sales for the second quarter
     of 1998 through the first quarter of 1999.  In addition,  sales for some of
     the Company's standard high-temperature products were affected by decreased
     oil industry exploration.


2.   Cost of sales for the second quarter 1999 totaled 73.7% of net sales versus
     77.4% for the same quarter  1998.  Reductions  in direct labor and overhead
     expenses  were the  primary  reasons  for  reduced  cost of  sales  for the
     quarter.  These  reduction  were achieved due to changes in product mix and
     the  introduction  of cost cutting  measures  initiated  between the second
     quarter of 1998 and 1999. Cost of sales  year-to-date 1999 totaled 74.5% of
     net sales, versus 75% for the comparable period of 1998. Changes in product
     mix to product  more  materials  intensive  was the primary  reason for the
     increased cost of sales  percentage for the first six months of 1999 versus
     1998.


3.   Selling, general and administrative expenses for the second quarter of 1999
     totaled 19.8% of sales compared to 19.2% in 1998, due to increased  selling
     expenses.  Year to date 1999, selling,  general and administrative expenses
     totaled  20.0% of  revenues  compared  to 19.1% for the same six  months in
     1998, primarily attribured to decreased sales. Actual selling,  general and
     administrative expenses for 1999 decreased approximately ($65,000) compared
     to the same time  frame in 1998.  Items  contributing  to the  decrease  in
     selling,   general  and  administrative  expenses  were  decreased  selling
     expenses and corporate travel expenses.


4.   Income per share for the second  quarters  1999 and 1998  totaled  $.03 and
     $.02  respectively.  Year to date,  income per share  totals $ .05 for 1999
     compared to $ .06 per share for 1998.


5.   New orders for the second quarter and year to date 1999 totaled  $2,508,000
     and $4,785,000 respectively compared to 1998's bookings of $5,025,000 and $
     $6,954,000  for the same periods.  New orders  received in 1999 are largely
     attributed  to sales to foreign  customers,  distributors  and reorders for
     existing   custom   product.   Reduced  orders  in  the  current  year  are
     attributable to delays in expected add-ons to current contracts;  decreased
     oil industry exploration,  affecting the Company's high-temperature product
     sales;  and the continued  move of the military  market place to commercial
     off-the-shelf products.


6.   Backlog totaled $4,478,000 on May 29, 1999 compared to $7,974,000 as of May
     30, 1998 and $5,212,000 at November 30, 1998.  The backlog  reflects a good
     mix of the Company's products, and shipments of a significant amount of the
     backlog are estimated to be made in fiscal 1999. The backlog reduction is a
     result of lack of new orders,  and shipments against contracts  obtained in
     1998.


7.   Assets,  as of May 29, 1999,  totaled  $8,308,000,  a decrease of ($68,000)
     year to  date;  while  assets  for the  same  six  months  of 1998  totaled
     $8,205,000, a decrease of ($253,000).  The reduction of assets for 1999 was
     related to decreased  inventories;  while the reduction in 1998 was related
     to  decreased  accounts  receivable  due to  reduced  sales for the  second
     quarter of 1998.  The  Company,  for the  comparable  periods,  was able to
     improve its liquidity by increasing cash and short term  investments  while
     reducing inventories.


8.   Accounts receivable  increased $108,000 since November 30, 1998 compared to
     a decrease of  ($724,000)  for the same six month period of the prior year.
     The decrease in 1998 was related to decreased sales resulting from the slow
     down  in  the  Asian   economy  and   decreased   sales  to  the  Company's
     distributors.  The  increase  in 1999 is related to  improved  sales in the
     second  quarter.  Days sales totaled 53 days on May 29, 1999 compared to 56
     days as of November 30, 1998 and 53 days as of May 30, 1998.

<PAGE>


9.   Total  inventories  have  decreased  ($415,000) for the first six months of
     1999  compared to an increase of $504,000  for the same six months of 1998.
     Raw materials decreased ($289,000) in the first six months of 1999 compared
     to an  increase  of $402,000  for the same six months of fiscal  1998.  The
     decrease  in raw  materials  inventory  for the first six months of 1999 is
     attributed to resumption of shipments to a major customer whose orders were
     rescheduled  from 1998 to 1999.  The  materials  for the  customer had been
     purchased in early 1998. Work in process  inventories for the first half of
     fiscal 1999 have decreased  ($126,000)  compared to an increase of $102,000
     for the same  period of fiscal  1998.  Sales for the  comparable  six month
     period of 1999 are down by (10%) and work in process has decreased (12%) to
     reflect the decrease in sales.


10.  Liabilities  and Deferred  Income Taxes for 1999 have decreased  ($248,000)
     since  November 30, 1998 compared to a decrease of ($489,000)  for the same
     six months period in the prior year. The decreases in liabilities  for 1999
     are related to the  reduction  of reserves  for  product  returns,  accrued
     payroll  expense and  accrued tax  liabilities  for the current  year.  The
     reduction  for 1998 was  related  to  reduced  accounts  payable  and other
     accrued liabilities.


11.  Shareholders'  equity has  increased  $180,000  for the first six months of
     1999  compared to $236,000  for the same six months of 1998.  Shareholders'
     equity  for 1999 was  affected  by reduced  sales and stable  manufacturing
     costs for the comparable periods.


12.  Cash and short  term  investments  increased  $289,000  for the six  months
     period of 1999  compared  to a decrease in cash of  ($31,000)  for the same
     period in 1998.  Changes in cash for 1999 are  attributed  to cash used for
     operating  activities,  primarily the reduction of inventories.  Changes in
     cash usage for the same period in 1998 were due to operating  activities in
     which  cash  received  from  reduced  accounts  receivable  was  tied up in
     increased inventories.


13.  Year 2000  compliance  for hardware  changes has been completed and all new
     software for Y2K updates needed have been purchased. The estimated cost for
     Y2K  compliance  for the  reprogramming  of the  Company's  home  generated
     software,  the purchase of hardware  and  associated  software  upgrades is
     expected to be approximately $40,000. Reprogramming of internally generated
     programs  has  been  completed.   The  purchase  and  installation  of  the
     commercial software has been completed and installed.  It is in the process
     of being checked for Y2K compliance with the latest downloads possible. The
     conversion of the old payroll software to the new Y2K compliant software is
     underway and should be completed by the first week of July 1999. Testing of
     all stand-alone  computers not attached to the network is in process and is
     scheduled to be completed by mid July.  Vendor  analysis for Y2K compliance
     is currently  underway.  Vendors are being  analyzed to see if they are Y2K
     compliant. If vendors are not compliant,  additional vendors will be sought
     to replace or backup vendors as needed for production.

<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.      SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
             -------------------------------------------------

             None

ITEM 4.      OTHER INFORMATION
             -----------------

             None

ITEM 5.      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.


6-22-99                                    /s/ Nicholas Nadolsky
Date                                           -------------------------
                                               Nicholas Nadolsky
                                               Chairman of the Board/CEO


6-22-99                                   /s/  Dave Hendon
Date                                           -------------------------
                                               Dave Hendon
                                               Controller