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 February 28, 1998


              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,  1997,  and  February  28, 1998 there were  3,627,151  shares of
registrant's common stock outstanding.  On that date, the aggregate market value
of Common Stock could not be  determined  since there is no  established  public
trading market for the Company's Common Stock.

Traditional Small Business Disclosure Format

Yes  X                                                           No
    ---                                                             ---

<PAGE>


                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                FEBRUARY 28, 1998

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                         Condensed  Statements  of  Income  for the  three
                            months ended  February 28, 1998 and March 1, 1997
                         Condensed Balance Sheets
                         Condensed Statements of Cash Flows
                         Notes to Condensed Financial Statements

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

PART II - OTHER INFORMATION

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


SIGNATURES


<PAGE>


                            MICROPAC INDUSTRIES, INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)


PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statement

                                                        Statement of Income
                                                       for the quarters ended
                                                       2/28/98        3/01/97


Sales, Net of Returns & Allowances                   $ 3,267,800    $ 3,415,230

Cost of Goods Sold                                    (2,381,379)    (2,518,199)
                                                     -----------    -----------

    Gross Margin                                         886,421        897,030

Selling, General & Administrative Expense               (622,764)      (639,196)
                                                     -----------    -----------

    Pre-Tax Income                                       263,657        257,834

Provision for Income Taxes                               (91,395)       (87,665)
                                                     -----------    -----------

    Net Income                                       $   172,262    $   170,169
                                                     ===========    ===========
Net Income Per Share                                 $       .04    $       .04

Dividends per Share                                         --             --


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



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                                                                   2/28/98      11/30/97
<S>                                                                             <C>         <C>  

     Cash                                                                    $   227,264    $   106,200
     Short term investments                                                    1,608,519      1,542,919
     Receivables, net of allowance for doubtful accounts
       approximately $92,495 on February 28, 1998
             and $94,264 on November 30, 1997                                  1,840,252      2,412,443
     Inventories:
         Raw materials                                                         1,778,842      1,559,788
         Work-in process                                                       1,377,816      1,147,572
     Prepaid expenses and other current assets                                    54,405         63,371
     Deferred income tax                                                         301,951        301,951
                                                                             -----------    -----------
                        Total current assets                                   7,189,048      7,134,245

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                         80,000         80,000
     Buildings                                                                   497,924        497,924
     Facility improvements                                                       692,487        694,705
     Machinery and equipment                                                   4,449,730      4,335,347
     Furniture and fixtures                                                      381,627        379,667
                                                                             -----------    -----------
                        Total property, plant, and equipment                   6,101,768      5,987,643
         Less accumulated depreciation                                        (4,730,474)    (4,663,958)
                                                                             -----------    -----------

     Net property, plant and equipment                                         1,371,294      1,323,686
                                                                             -----------    -----------

                        Total assets                                         $ 8,560,342    $ 8,457,930
                                                                             ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                            765,509        806,795
     Accrued payroll                                                             345,457        343,500
     Accrued professional fees                                                    53,432         64,552
     Other accrued liabilities                                                   119,518        226,166
     Income taxes payable                                                        198,280        110,137
                                                                             -----------    -----------
                                 Total current liabilities                     1,482,195      1,551,150

DEFERRED INCOME TAXES                                                             89,948         89,948
SHAREHOLDERS' EQUITY
     Common stock ($.10 par value) 10,000,000                                    362,715        362,715
         authorized, 3,627,151 outstanding)
     Paid-in capital                                                             885,540        885,540
     Retained earnings                                                         5,739,944      5,568,577
                                                                             -----------    -----------

                                  Total shareholder's equity                   6,988,199      6,816,832

                                 Total liabilities and shareholders'equity   $ 8,560,342    $ 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:                         2/28/98        3/01/97

<S>                                                                             <C>    
     Net Income                                           $   171,367    $   170,167
     Adjustments to reconcile net income to
         cash from operating activities:
             Depreciation and amortization                     66,516         57,323
         Changes in current assets and liabilities:
             Accounts receivable                              572,191         59,204
             Inventories                                     (449,297)       153,870
             Prepaid expenses & other current assets            8,966         32,726
             Income taxes                                      88,143        (47,335)
             Accounts payable                                 (41,286)      (289,953)
             Payroll & withholdings                             1,956         19,037
             Accrued liabilities                             (117,768)      (130,985)
             Deferred income taxes                               --             --
                                                          -----------    -----------

         Net cash from operating activities                   300,788         24,055

CASH FLOWS FROM INVESTING ACTIVITIES:

        Additions to property, plant and equipment           (114,124)        (5,227)
                                                          -----------    -----------
         Net cash from investing activities                  (114,124)        (5,227)

Net increase (decrease) in cash                               186,663         18,829

Cash  and short term investments at beginning of period     1,649,119        304,250
                                                          -----------    -----------

Cash at end of period                                     $ 1,835,783    $   323,079
                                                          ===========    ===========
</TABLE>

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



<PAGE>


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

1.           Sales  totaled  $3,267,800  for the first  quarter 1998 compared to
             $3,415,230  for the same  quarter  in 1997.  Sales were down due to
             lack  of new  orders  with  first  quarter  due  dates  and  orders
             reschedules  from a major  customer.  Profits for the first quarter
             1998  increased  slightly to $171,262  compared to $170,169 for the
             first quarter in 1997.

2.           Cost of sales for the first quarter totaled $2,381,379  compared to
             $2,518,199  for the same period of 1997. As a percent of net sales,
             cost of goods sold in the first  quarter  1998 was 72.7% , compared
             to 73.7% in the first quarter 1997. Lower materials and labor costs
             accounted  for  the  improvement  in  cost  of  sales.  These  cost
             reductions  are  attributed  to changes in product  mix for the two
             comparable periods of 1998 versus 1997.

3.           Selling,  general and administrative  expenses totaled $622,764 for
             the first  quarter  1998 and  represents  a decrease  of  ($16,432)
             compared to $639,196 in the first  quarter  1997.  The reduction of
             general and  administrative  expenses is related to reduced  travel
             cost for the two  comparable  quarters.  As a percent of  revenues,
             SG&A totaled 19.1% of revenues for the first quarter of 1998 versus
             18.7% for the same quarter of 1997.

4.           Net income per share for the first  quarters  1998 and 1997 totaled
             approximately  $.04 per share.  The Company  has not offered  stock
             incentives to its executive officers or employees and does not have
             this liability;  therefore,  the diluted value per share remains at
             $0.04 per share for both comparable periods.

5.           New orders for the first quarter 1998 totaled approximately 
             $1,944,000 compared to $2,410,000 for  the same period in 1997.

6.           Backlog  ending  February 28, 1998 totaled  $5,813,000  compared to
             $6,816,000  for the period  ended March 1, 1997.  The  reduction in
             backlog  when  comparing  the two  quarters is related to decreased
             orders in the first quarter.  The current backlog represents a good
             mix of the  Company's  product and most of the backlog is scheduled
             to ship in 1998


7.           Raw   material   and   work  in   process   inventories   increased
             approximately $219,000 and $230,000 respectively since November 30,
             1997. The inventory increases are attributable to order reschedules
             from a major customer,  and to technical  problems on a new product
             which delayed shipping.

8.           Accounts  receivable  decreased   approximately   ($449,000)  since
             November  30,  1997.  The  majority  of the  decrease is related to
             collection  efforts generated by the Company.  The Company was able
             to decrease days of revenue outstanding from 58 days as of November
             39, 1997 to 51 days as of February 28, 1998.

9.           Capital expenditures for the first quarter totaled $114,000 and was
             primarily  for  purchases  and  upgrade  of  production   and  test
             equipment.  The financing for these purchases of capital assets was
             handled internally with company cash.

10.          Total assets  increased  approximately  $102,000  since fiscal year
             ended  November 30, 1997.  The increase is attributed  primarily to
             increased  cash  and  cash  equivalents  and to  increased  capital
             assets.

11.          Liabilities  decreased for the quarter due to reductions of current
             liabilities.  Reduction in accounts payable and accrued liabilities
             pertained  primarily to annual  payments for property taxes and out
             of state  franchise  taxes.  The  reduction of payables and accrued
             liabilities was partially  offset by increased  accrual for current
             year first quarter tax liability.

12.          Shareholders' equity increased approximately $171,000 for the first
             quarter  1998,  an average  of  approximately  $.04 per share.  The
             increase was comparable to first quarter results in 1997.


<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 SERIOR SECURTIES
                  ------------------------------

                  None

ITEM 4.           SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
                  -------------------------------------------------

                  On February 26, 1998, the Company held its annual Shareholders
                  meeting at which time  directors  Nicholas  Nadolsky,  H. Kent
                  Hearn,   Heinz-Werner   Hempel  and  James  K.   Murphey  were
                  re-elected   to  serve  until  the  next  annual   meeting  of
                  Shareholders to be held in February 1999.

ITEM 5.           OTHER INFORMATION
                  -----------------

                  None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K
                  --------------------------------

                  None

SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
                  1934,  the  Registrant  has caused this report to be signed on
                  its behalf by the undersigned duly authorized.

                            MICROPAC INDUSTRIES, INC.


April 3, 1998                                      /s/ Nicholas Nadolsky
-------------------------                          -------------------------
Date                                                      Nicholas Nadolsky
                                                   Chairman of the Board/CEO


April 3, 1998                                      /s/ Dave Hendon
-------------------------                          -------------------------
Date                                                       Dave Hendon
                                                           Controller