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 March 2, 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 April 2, 2002 there were  3,627,151  shares  issued  and  3,127,151shares  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.

Traditional Small Business Disclosure Format

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



<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                  MARCH 2, 2002

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                    Condensed Statements of Operations for the three
                         months ended March 2, 2002 and February 24,
                         2001
                    Condensed Balance Sheets as of March 2, 2002 and
                    November 30, 2001 Condensed Statements of Cash
                    Flows for the three months
                         ended March 2, 2002 and February 24, 2001
                    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.
                       CONDENSED STATEMENTS OF OPERATIONS
                    (Dollars in thousands except share data)
                                   (Unaudited)


PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statement

                                                           Three months ended
                                                         3/02/02      2/24/01
                                                         ----------   ----------

NET SALES                                                $    3,092   $    3,065

COST AND EXPENSES:
Cost of sales                                                 2,066        2,181
Research and development                                        133           85
Selling, general and administrative expenses                    668
                                                         ----------   ----------
                                                                             660

                               Total cost and expenses        2,867        2,926

OPERATING INCOME BEFORE INTEREST AND INCOME TAXES               225          139

Interest income                                                  26           57
                                                         ----------   ----------

INCOME BEFORE TAXES                                      $      251   $      196

Provision for Taxes                                             100           72
                                                         ----------   ----------

NET INCOME                                               $      151   $      124
                                                         ----------   ----------

NET INCOME PER SHARE, BASIC AND DILUTED                  $      .05   $      .04

DIVIDEND PER SHARE                                       $      .00   $      .10

WEIGHTED AVERAGE NUMBER OF SHARES, Basic and Diluted      3,127,151    3,510,872



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 except share data)
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS

                                                                              3/02/02     11/30/01
                                                                              --------    --------
<S>                                                                           <C>         <C>
     Cash and cash equivalents                                                $  1,344    $  1,294
     Short term investments                                                      1,928       2,186
     Receivables, net of allowance for doubtful accounts of
          approximately $ 89 on March 2, 2002 and November 30, 2001              2,019       1,740
     Inventories:
         Raw materials and office supplies                                       1,056       1,045
         Work-in process                                                         1,279       1,142
                                                                              --------    --------
                                    Total Inventories                            2,335       2,187
     Prepaid expenses and other current assets                                      88          83
     Deferred income tax                                                           273         273
                                                                              --------    --------
                                  Total current assets                           7,987       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                                                        389         389
                                                                              --------    --------
                               Total property, plant, and equipment              6,651       6,584
     Less accumulated depreciation                                              (5,537)     (5,472)
                                                                              --------    --------
            Net property, plant and equipment                                    1,114       1,112
                                                                              --------    --------

                                      Total assets                            $  9,101    $  8,875
                                                                              ========    ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                         $    466    $    471
     Accrued compensation                                                          236         271
     Accrued professional fees                                                      19          52
     Other accrued liabilities                                                     166         118
     Income taxes payable                                                          229         129
                                                                              --------    --------
                                 Total current liabilities                       1,116       1,041

DEFERRED INCOME TAXES                                                               25          25

SHAREHOLDERS' EQUITY
     Common stock ($.10 par value) 10,000,000 authorized, 3,627,151 issued         363         363
         3,127,151 outstanding
       Paid-in capital                                                             885         885

       Treasury stock - 500,000 shares, at cost
                                                                                (1,250)     (1,250)
       Retained earnings                                                         7,962       7,811
                                                                              --------    --------

                         Total shareholders' equity                              7,960       7,809
                                                                              --------    --------

                         Total liabilities and shareholders' equity           $  9,101    $  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 FLOW
                    (Dollars in thousands except share data)
                                   (Unaudited)


                                                                 Three months ended
CASH FLOWS FROM OPERATING ACTIVITIES:                           3/02/02     2/24/01
                                                                --------    --------
<S>                                                             <C>         <C>
     Net Income                                                 $    151    $    124
     Adjustments to reconcile net income to
         Cash from operating activities:
             Depreciation and amortization                            65          67
         Changes in current assets and liabilities:
             Receivables, net                                       (279)        343
             Inventories                                            (148)       (163)
             Prepaid expenses & other current assets                  (5)        (34)
             Income taxes payable                                    100           9
             Accounts payable                                         (5)       (148)
             Accrued compensation                                    (35)        (22)
             Other accrued liabilities                                15        (167)
                                                                --------    --------

         Net cash (used in) provided by operating activities        (141)          9


CASH FLOWS FROM INVESTING ACTIVITIES:
               Decrease in short term investments                    258         859
               Additions to property, plant and equipment            (67)        (12)
                                                                --------    --------

                    Net cash provided by investing activities        191         847

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


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


NET DECREASE IN CASH                                                  50        (757)

CASH AND CASH EQUIVALENTS, beginning of period                     1,294       1,249
                                                                --------    --------

CASH AND CASH EQUIVALENTS, end of period                        $  1,344    $    492
                                                                ========    ========


SUPPLEMENTAL CASH FLOW DISCLOSURE:
          Cash paid for income taxes                            $      0    $ 61,000
</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 March 2, 2002 and the
results of  operations  and the cash flows for the three  months  ended March 2,
2002 and February 24, 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  accounting  principles  generally  accepted 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

The Board of Directors of Micropac  Industries,  Inc.  approved the payment of a
$0.10 per share dividend to all  shareholders of record on February 1, 2001. The
dividend  payment was paid to shareholders on February 21, 2001. The Company did
not pay a dividend for the first quarter of fiscal 2002.

Note 4

On February 3, 2001, the Company  repurchased  500,000 shares at $2.50 per share
from a significant individual shareholder who is also a member of management. On
March 2, 2002,  the  Company  continued  to hold as  treasury  stock the 500,000
shares purchased in the first quarter 2001.

Note 5

On March 1, 2001,  the Company's  shareholders  approved the 2001 Employee Stock
Option Plan (the "Stock Plan").  As of March 2, 2002, there were 500,000 options
available to be granted; however, 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  expires on June 7, 2002.  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.

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.  During 2002 and 2001, the
Company had no dilutive potential common stock.

Note 8

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


                                       6
<PAGE>


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

Results of Operations
---------------------

The  following  table  expresses  the  Company's  statements  of operations as a
percentage of net sales.

                                                             Three months ended
                                                            3/02/02      2/24/01
                                                            -------      -------

NET SALES                                                       100%        100%
COST AND EXPENSES:
Cost of sales                                                    67%         71%
Research and development                                          4%          3%
Selling, general and administrative expenses                     22%
                                                            -------      -------
                                                                             22%
                               Total cost and expenses           93%         96%

OPERATING INCOME BEFORE INTEREST AND INCOME TAXES                 7%          4%

Interest income                                                   1%          2%
                                                            -------      -------

INCOME BEFORE TAXES                                               8%          6%

Provision for Taxes                                               3%          2%
                                                            -------      -------

NET INCOME                                                        5%          4%


Sales totaled  $3,092,000  for the first quarter 2002 compared to $3,065,000 for
the same quarter in 2001,  an increase of 0.9%  compared to the prior year.  The
slowdown in the  semiconductor  industry  resulted in a 76% decrease in sales of
certain  industrial  products  supplied to a major customer in the semiconductor
industry  compared to the first  quarter of 2001.  The higher level sales of the
company's  standard  military  products in the first  quarter of 2002 offset the
decrease in industrial products.

Cost of sales for the first three months of 2002 totaled $2,066,000  compared to
$2,181,000 for the same period of 2001. As a percent of net sales, cost of goods
sold in the first quarter 2002 was 66.8%, compared to 71.2% in the first quarter
2001.  The decrease in cost of sales is attributed to changes in product mix and
a decrease in  manufacturing  cost  associated with  implemented  cost reduction
efforts.

Research and development cost totaled $133,000 for the first quarter 2002 versus
$85,000 expensed for the same quarter in 2001. Expenditures for 2002 are 4.3% of
sales compared to 2.8% for the first quarter of 2001. The increase is associated
with the development of two new products.

Selling,  general and  administrative  expenses  totaled  $668,000 for the first
quarter 2002  compared to $660,000 in the first  quarter of 2001, an increase of
1.2% for the comparable quarters.  As a percent of revenues,  SG&A totaled 21.6%
of revenues  for the first  quarter of 2002 versus 21.5% for the same quarter of
2001.

Net income for the first quarters 2002 and 2001 totaled $151,000 and $124,000 or
4.9% and 4.0% of net sales  for the  respective  periods.  The  increase  in net
income was  attributable to an increase in sales and the cost reduction  efforts
described  above.  Income  per  share  totaled  $.05 and $.04 per  share for the
comparable quarter of 2002 versus 2001.


                                       7

<PAGE>

New  orders   received   during  the  first   quarters  2002  and  2001  totaled
approximately $2,459,000 and $3,974,000 respectively. The decrease in new orders
is primarily related to the slow down in the semiconductor  industry,  timing of
orders placed by major European customers,  and changes in inventory  management
practices  of the  distributor  network.  Backlog  ending  March 2, 2002 totaled
$4,869,000  compared to $6,400,000 for the period ended February 24, 2001, based
on shipments  outpacing new orders for the quarter.  The majority of the backlog
is expected to ship in fiscal 2002.

Accounts receivable  increased $279,000 for the first quarter 2002.  Collections
on  invoices  have  slowed  during the first  quarter  resulting  in day's sales
average of approximately 55 compared to 52 days at November 30, 2001.

The  Company's  inventories  increased  $148,000  for  the  first  quarter.  The
inventory is consistent with the existing backlog,  and current monthly shipping
levels.

Current  liabilities  increased  $75,000  for the  first  quarter  of 2002.  The
increase is primarily  related to the $100,000  increase in  short-term  current
income tax liabilities. This increase was partially offset by decreased accounts
payable liabilities.

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

Cash and Short Term Investments decreased $208,000 for the first quarter of 2002
due to slower  collections from several major customers.  The slower collections
are   short-term   timing  issues  and  are  not  indicative  of  any  financial
difficulties or disputes.

In the first  quarter  2002  cash  flows  from  operating  activities  decreased
$142,000  compared to an increase of $9,000 in 2001. The difference is primarily
related to increased accounts  receivable due to slower  collections,  increased
estimated income taxes, and stable accounts payable for the first quarter 2002.

Capital  expenditures for the first 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 expires on June 7, 2002. 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.



                                       8
<PAGE>

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 VOTE OF SECURITY HOLDERS
          -------------------------------------------------
          The annual  shareholders'  meeting was held on February 28, 2002.  The
          meeting  was held to  elect  board  members  for the  following  year.
          Nicholas  Nadolsky,  Heinz-Werner  Hempel,  H.  Kent  Hearn,  James K.
          Murphey and Connie Wood were  nominated  for  election to the board of
          directors.   All  nominees  were  elected  by  majority  vote  of  the
          shareholders.  No other issues were presented to the  shareholders for
          vote.

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 11, 2002                                         /s/ Nicholas Nadolsky
---------------------------                           --------------------------
Date                                                  Nicholas Nadolsky
                                                      Chairman of the Board/CEO



April 11, 2002                                         /s/ Patrick Cefalu
---------------------------                           --------------------------
Date                                                  Patrick Cefalu
                                                      Chief Financial Officer


                                       9