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 May 27, 2000

              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,  1999  and  May 27,  2000,  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 27, 2000

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

          Condensed  Statements  of Income  for the three  months and six months
            ended May 27, 2000 and May 29, 1999
          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

                                 (in thousands)
                                   (unaudited)



PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statement


                                                 Statement of Income        Statement of Income
                                                For three months ended          Year-to-date
                                                5/27/00       5/29/99       5/27/00      5/29/99
                                                -------       -------       -------      -------
<S>                                             <C>           <C>           <C>          <C>

Sales, Net of Returns & Allowances              $ 2,450       $ 2,875       $ 5,408      $ 5,502

Cost of Goods Sold                               (1,808)       (2,117)       (3,999)      (4,101)
                                                -------       -------       -------      -------

    Gross Margin                                $   642       $   757       $ 1,409      $ 1,401

Selling, General & Administrative Expense          (584)         (597)       (1,184)      (1,145)

Miscellaneous interest income                        52            27            96           44
                                                -------       -------       -------      -------

    Pre-Tax Income                              $   110       $   187       $   321      $   300

Provision for Income Taxes                          (44)          (75)         (128)        (120)
                                                -------       -------       -------      -------

    Net Income                                  $    66       $   112       $   193      $   180
                                                =======       =======       =======      =======

Net Income Per Share                            $   .02       $   .03       $   .05      $   .05

Dividends per Share                                --            --            --           --

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

</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
                             (dollars in thousands)
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS                                                           5/27/00    11/30/99
                                                                         -------    --------
<S>                                                                      <C>        <C>


     Cash                                                                $    89    $   502
     Short term investments                                                3,712      2,933
     Receivables, net of allowance for doubtful accounts of                1,557      1,579


     $95 on May 27, 2000 and $92 on November 30, 1999
     Inventories:
         Raw materials                                                     1,124      1,246
         Work-in process                                                     972        908
     Prepaid expenses and other current assets                                28         57
     Deferred income tax                                                     248        249
        Prepaid income  taxes                                               --          166
                                                                         -------    -------
                                  Total current assets                     7,730      7,640

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                     80         80
     Buildings                                                               498        498
     Facility improvements                                                   678        678
     Machinery and equipment                                               4,609      4,493
     Furniture and fixtures                                                  373        340
                                                                         -------    -------

                               Total property, plant, and equipment      $ 6,238    $ 6,089

         Less accumulated depreciation                                    (5,071)    (4,945)
                                                                         -------    -------

     Net property, plant and equipment                                     1,167      1,144
                                                                         -------    -------

                                      Total assets                       $ 8,897    $ 8,784
                                                                         =======    =======



CURRENT LIABILITIES:
     Accounts payable                                                    $   321    $   365
     Accrued payroll                                                         136        214
     Accrued professional fees                                                86         75
     Other accrued liabilities                                               146        182
     Income taxes payable                                                     68       --
                                                                         -------    -------

                                 Total current liabilities                   757        836

DEFERRED INCOME TAXES                                                         42         43

SHAREHOLDERS' EQUITY
     Common stock, $.10 par value, authorized 10,000,000 shares              363        363
          3,627,151 outstanding at May 27, 2000 and November 30, 1999
     Paid-in capital                                                         885        885
     Retained earnings                                                     6,850      6,657
                                                                         -------    -------

                                  Total shareholders' equity               8,097      7,905
                                                                         -------    -------

                            Total liabilities and shareholders' equity   $ 8,897    $ 8,784
                                                                         =======    =======
</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
                                 (in thousands)
                                   (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:                                 5/27/00    5/29/99
                                                                      --------   -------
<S>                                                                   <C>        <C>

     Net Income                                                       $   193    $   180
     Adjustments to reconcile net income to
         cash from operating activities:
             Depreciation and amortization                                124        118
         Changes in current assets and liabilities:
             Accounts receivable                                           22       (108)
             Inventories                                                   58        415
             Prepaid expenses & other current assets                      195         24
             Income taxes                                                  68        (92)
             Accounts payable                                             (44)        23
             Payroll & withholdings                                       (78)      (175)
             Accrued liabilities                                          (23)        (5)
                                                                      -------    -------
                                Net cash from operating activities        515        380

CASH FLOWS FROM INVESTING ACTIVITIES:
        (Increase)/ decrease in short term investments                   (779)       485
        Additions to property, plant and equipment                       (149)       (92)
                                                                      -------    -------
                              Net cash used in investing activities      (928)       393

Net increase (decrease) in cash                                          (413)       773

Cash at beginning of period                                               502        420
                                                                      -------    -------

Cash at end of period                                                 $    89    $ 1,193
                                                                      =======    =======
</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 for the second  quarter and year to date 2000 totaled  $2,450,000 and
     $5,408,000 respectively.  Sales for the second quarter decreased (14.8%) or
     ($425,000) below sales for the same period of 1999 while year to date sales
     in 2000 were down (1.7%) or  ($94,000)  below the first six months of 1999.
     Although the Company's  backlog for the  comparable  periods ended May 2000
     versus  May  1999  increased  $877,000,  sales  were  down  due to  lack of
     shippable backlog for the second quarter 2000.

2.   Cost of sales for the second quarter 2000 totaled 73.8% of net sales versus
     73.6%  for the  comparable  second  quarter  of 1999  while  cost of  sales
     year-to-date 2000 totaled 73.9% of net sales compared to 74.5% for the same
     six month period of 1999.

3.   Selling, general and administrative expenses for the second quarter of 2000
     totaled  23.8% of sales  compared to 20.8% for the second  quarter in 1999.
     Year to date selling,  general and administrative expenses totaled 21.9% of
     revenues  compared  to  20.8%  for the same six  months  in 1999;  with the
     increase attributable to increased selling expense.

4.   Net income in the second quarter was $66,000,  compared to $112,000 for the
     comparable  period of 1999;  resulting in pretax income of $321,000 for the
     six months ended May 2000, compared to $300,000 for the first six months of
     1999.  Income per share for the second  quarters  2000 versus 1999  totaled
     $.02 and $.03  respectively  while year to date income per share  totaled $
     .05 for the comparable six months of 2000 and 1999.

5.   New orders for the second quarter and year to date 2000 totaled  $4,138.000
     and $6,467,000 respectively compared to $2,508,000 and $ $4,785,000 for the
     comparable  periods of 1999.  The new orders are for  add-on's  to existing
     contracts re-buys for certain custom products as well as orders for some of
     the Company's new standard products.

6.   Backlog  totaled  $5,355,000 on May 27, 2000 in comparison to $4,478,000 as
     of May 29, 1999 and $4,360,000 on November 30, 1999.  The backlog  increase
     is a result of strong bookings in the second quarter.  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 2000.

7.   Assets  totaled  $8,897,000 as of May 27, 2000 compared to $8,784,000 as of
     November 30,  1999,  an increase of  $113,000.  The increase is  attributed
     primarily to increased  current  assets.  The largest  changes  occurred in
     short term investments totaling $779,000, which was offset by a decrease in
     cash totaling  ($413,000),  a decrease in prepaid taxes totaling ($166,000)
     and a decrease in inventories  totaling ($58,000).  The decrease in prepaid
     taxes was due to a refund  due the  Company  on  1999's  tax  return.  Cash
     derived from the tax refund and cash from the Company's  operating accounts
     were used to  purchase  additional  certificates  of  deposit.  Inventories
     decreased  due to  increased  shipments  in May and  emphasis on  materials
     management.

8.   Cash and short  term  investments  as of May 27,  2000  totaled  $3,801,000
     compared to  $3,435,000  on November  1999 an  increase  of  $366,000.  The
     increase  in cash and short  term  earnings  combined  is  related  to cash
     derived from retained earnings and changes in operating activities.

9.   Accounts  receivable  totaled  $1,557,000 as of May 27, 2000 representing a
     decrease of ($22,000)  from November 30, 1999.  Days' sales totaled 57 days
     on May 27, 2000 compared to 50 days on November 30, 1999.

10.  Inventories totaled $2,096,000 at the end of the second quarter compared to
     $2,154,000 on November 30, 1999, a decrease of ($58,000).  Inventories  are
     comprised  of  raw  material  and   work-in-process.   Raw   materials  and
     work-in-process  inventories  at the end of the second quarter 2000 totaled
     $1,124,000 and $972,000 respectively compared to $1,246,000 and $908,000 on
     November 30, 1999.  Since  November 30,  1999,  raw  materials  inventories
     decreased ($122,000) while  work-in-process  increased $64,000. The changes
     in  inventories  are  related  to  production   requirements  and  improved
     purchasing and materials control.

11.  Current Liabilities total $757,000 as of the end of the second quarter 2000
     and  represents a decrease of ($79,000)  since the fiscal year end of 1999.
     The  decrease  in  liabilities  is related  to the  reduction  of  accounts
     payable, reduction of reserves for product returns, reduced accrued payroll
     expenses  pertaining  to  decreased  employee  count,  offset by  increased
     accrued tax liabilities for the current year.

<PAGE>


12.  Shareholders'  equity  has  increased  $192,000  in the first six months of
     2000. Earnings per share for the six month period was $0.05 per share.




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
                  -------------------------------------------------

                  The annual stockholders'  meeting was held on March 2, 2000 at
                  which time  directors  were  elected  to serve  until the next
                  annual meeting of shareholders in 2001.

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.


6-27-00
---------------------------                  --------------------------
Date                                                Nicholas Nadolsky
                                             Chairman of the Board/CEO


6-27-00
---------------------------                  --------------------------
Date                                                 Dave Hendon
                                                     Controller