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 31, 2003


              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 May 31,  2003 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.


<PAGE>



                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                  MAY 31, 2003

                                      INDEX

PART I   - FINANCIAL INFORMATION

         ITEM 1 - FINANCIAL STATEMENTS

                           Condensed  Statements  of  Operations  for the  three
                           months and six monthes ended May 31, 2003 and June 1,
                           2002
                           Condensed  Balance  Sheets  as of May  31,  2003  and
                           November 30, 2002
                           Condensed  Statements  of Cash  Flows  for the  three
                           months ended May 31, 2003 and June 1, 2002
                           Notes to Financial Statements

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

         ITEM 3- CONTROLS AND PROCEDURES



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

                  (a) Exhibits

                  (b) Reports on Form 8-K



SIGNATURES



                                       2
<PAGE>
<TABLE>
<CAPTION>



PART I - FINANCIAL INFORMATION



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



ITEM 1 - FINANCIAL STATEMENTS

                                                               Statement of              Statement of Income
                                                                 Income                     Year-to-date
                                                               For three
                                                              months ended
                                                        05/31/03        6/01/02       05/31/03       06/01/02
                                                      -----------    -----------    -----------    -----------

<S>                                                  <C>            <C>            <C>            <C>
NET SALES                                            $     2,783    $     3,488    $     5,870    $     6,580

COST AND EXPENSES:

    Cost of Goods Sold                                    (2,017)        (2,426)        (4,190)        (4,492)

    Research and development                                (105)           (69)          (192)          (202)

    Selling, general & administrative expenses              (669)          (671)        (1,405)        (1,339)
                                                     -----------    -----------    -----------    -----------

                       Total cost and expenses             2,791          3,166          5,786          6,033


OPERATING INCOME BEFORE INTEREST                              (8)           322             83            547
           AND INCOME TAXES

    Interest income                                           16             17             33             43
                                                     -----------    -----------    -----------    -----------

INCOME BEFORE TAXES                                  $         8    $       339    $       116    $       590

    Provision for taxes                                       (3)          (136)           (44)          (236)
                                                     -----------    -----------    -----------    -----------

NET INCOME                                           $         5    $       203    $        72    $       354
                                                     ===========    ===========    ===========    ===========

NET INCOME PER SHARE, BASIC AND DILUTED              $       .00    $       .06    $       .02    $       .11

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

WEIGHTED AVERAGE OF SHARES, Basic and diluted          3,127,151      3,127,151      3,127,151      3,127,151
</TABLE>


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




                                       3
<PAGE>
<TABLE>
<CAPTION>




                            MICROPAC INDUSTRIES, INC.
                             CONDENSED BALANCE SHEET
                             (Dollars in thousands)
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS                                                                      05/31/03    11/30/02
                                                                                    --------    --------

<S>                                                                                 <C>         <C>
   Cash and cash equivalents                                                        $  1,579    $  1,296
   Short term investments                                                              2,238       2,728
   Receivables, net of allowance for doubtful accounts of $89 on                       1,611       1,801
       May 31, 2003 and November 30, 2002
   Inventories:
       Raw materials                                                                     912       1,022
       Work-in process                                                                 1,234       1,278
                                                                                    --------    --------
                      Total Inventories                                                2,146       2,300
   Prepaid expenses and other current assets                                              10          56
   Income taxes receivable                                                                26           0
   Deferred income tax                                                                   330         330
                                                                                    --------    --------
                      Total current assets                                             7,940       8,511
                                                                                    --------    --------

PROPERTY, PLANT AND EQUIPMENT, at cost:
   Land                                                                                   80          80
   Buildings                                                                             498         498
   Facility improvements                                                                 796         797
   Machinery and equipment                                                             4,996       4,955
   Furniture and fixtures                                                                499         440
                                                                                    --------    --------
                      Total property, plant, and equipment                             6,869       6,770
       Less accumulated depreciation                                                  (5,813)     (5,719)
                                                                                    --------    --------
   Net property, plant and equipment                                                   1,056       1,051
   Long-term investment                                                                    0         112
                      Total assets                                                  $  8,996    $  9,674
                                                                                    ========    ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                                 $    344    $    501
   Accrued compensation                                                                  207         256
   Accrued professional fees                                                              35          48
   Other accrued liabilities                                                             124         234
   Income taxes payable                                                                    0         109
                                                                                    --------    --------
                      Total current liabilities                                          710       1,148
                                                                                    --------    --------


DEFERRED INCOME TAXES                                                                     78          78

SHAREHOLDERS' EQUITY
   Common stock, ($.10 par value), authorized 10,000,000 shares,                         363         363
        3,627,151 issued 3,127,151 outstanding at May 31, 2003 and
        November 30, 2002
   Paid-in capital                                                                       885         885
   Treasury stock, 500,000 shares, at cost                                            (1,250)     (1,250)
   Retained earnings                                                                   8,210       8,450
                                                                                    --------    --------

                      Total shareholders' equity                                       8,207       8,448
                                                                                    --------    --------

                      Total liabilities and shareholders'equity                     $  8,996    $  9,674
                                                                                    ========    ========
</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)
                                                               Six months ended
                                                             5/31/03    6/01/02
CASH FLOWS FROM OPERATING ACTIVITIES:                        -------    -------
<S>                                                          <C>        <C>
Net Income                                                   $    72    $   354
Adjustments to reconcile net income to:
  Cash from operating activities:
      Depreciation and amortization                          $   132    $   129
  Changes in current assets and liabilities:
      Accounts receivable                                    $   190    $  (187)
      Inventories                                            $   154    $  (245)
      Prepaid expenses and other current assets              $    46    $   (10)
      Income taxes, prepaid and deferred                     $  (135)   $    10
      Accounts payable                                       $  (157)   $    27
      Payroll and withholdings                               $   (49)   $     5
      Accrued liabilities                                    $  (123)   $   108
                                                             -------    -------
       Net cash provided by operating activities             $   130    $   191

CALOWS FROM INVESTING ACTIVITIES:
     (Decrease)/Increase in investments                      $   602    $   (37)
     Additions to property, plant and equipment              $  (137)   $   (67)
                                                             -------    -------
       Net cash provided by (used in) investing activities   $   465    $  (104)

CASH FLOWS FROM FINANCING ACTIVITIES

     Cash dividend                                           $  (312)   $  --
                                                             -------    -------
       Net cash used in financing activities                 $  (312)   $  --

       Net change in cash and cash equivalents               $   283    $    87

Cash and Cash Equivalents at beginning of period             $ 1,296    $   486
                                                             -------    -------

Cash and Cash Equivalents at end of period                   $ 1,579    $   573
                                                             =======    =======

Supplemental Cash Flow Disclosure
     Cash Paid For Income Taxes                              $   178    $   178
                                                             =======    =======

</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 May 31, 2003 and the
cash flows and the  results of  operations  for the three  months and six months
ended May 31, 2003 and June 1, 2002. Unaudited financial statements are prepared
on a basis  substantially  consistent  with  those  audited  for the year  ended
November 30, 2002. 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

On January  28,  2003,  the Board of  Directors  of  Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on February 10, 2003. The dividend  payment was paid to shareholders on February
28, 2003.


Note 4

Effective  February 5, 2001,  the Company  entered  into an  agreement  with Mr.
Nicholas  Nadolsky,  the Company's  immediate past Chief  Executive  Officer and
Chairman  of the Board,  under the terms of which the Company may be required to
purchase Mr. Nadolsky's 548,836 shares of stock under certain circumstances. The
circumstances are Mr. Nadolsky's death,  permanent  disability or termination of
employment with the Company.  Mr.  Nadolsky's  medical leave (and Mr. Nadolsky's
employment agreement) terminated on May 1, 2003, and the Company may be required
to purchase Mr. Nadolsky's  present shares of the Company's common stock.  Based
on the agreement between the Company and Mr. Nadolsky, the estimated cost of the
transaction would be in the range of $1,300,000 to $1,500,000. This would likely
be financed  internally  with the Company's cash and  short-term  investments or
borrowing under the current existing credit facilities.


Note 5

On March 1, 2001,  the Company's  shareholders  approved the 2001 Employee Stock
Option Plan (the "Stock  Plan").  As of May 31, 2003 there were 500,000  options
available to be granted. No options have been granted to date.


Note 6

During fiscal 2002, the Company renewed 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
May 31, 2003 and June 1, 2002,  the Company  had no  dilutive  potential  common
stock.


                                       6
<PAGE>




Note 8

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


Note 9

Effective  May 1, 2002,  the Company's CEO and Chairman of the Board since 1974,
Nicholas Nadolsky, began a medical leave of absence which ended May 1, 2003. Mr.
Nadolsky's  employment  agreement also ended May 1, 2003. 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 February 28, 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.

Effective  May 1, 2002,  the Company and Ms.  Wood  entered  into a two (2) year
employment agreement at a base salary of $156,000 per annum.


Note 10

Glast,  Phillips & Murray, P.C. serves as the Company's legal counsel. Mr. James
K. Murphey, a director and member of the Company's audit committee,  is a member
of Glast, Phillips & Murray, P.C.


Note 11

Effective May 13, 2002, the Company's Board of Directors  approved the formation
of an audit  committee  composed  of the four (4)  members of the  Board.  It is
possible that two members of the audit  committee,  Messrs.  Hempel and Murphey,
may resign from the committee if future Securities and Exchange Commission rules
establish a criteria  that such  individuals  are not  independent  due to their
relationships with the Company.




                                       7
<PAGE>



                            MICROPAC INDUSTRIES, INC.
                                   (Unaudited)



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

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

                                           Three months ended     Year to Date
                                            5/31/03  6/01/02    5/31/03  6/01/02
                                            -------  -------    -------  -------
NET SALES                                    100.0%   100.0%     100.0%   100.0%

COST AND EXPENSES
    Cost of sales                             72.5%    69.6%      71.4%    68.3%
    Research and development                   3.8%     2.0%       3.3%     3.1%
    Selling, general and administrative       24.0%    19.2%      23.9%    20.3%
                                            -------  -------    -------  -------

                 Total cost and expenses     100.3%    90.8%      98.6%    91.7%

OPERATING INCOME BEFORE INTEREST               -.3%     9.2%       1.4%     8.3%
     AND INCOME TAXES

    Interest income                             .6%      .5%        .6%      .7%
                                            -------  -------    -------  -------

INCOME BEFORE TAXES                             .3%     9.7%       2.0%     9.0%

    Provision for taxes                         .1%     3.9%        .7%     3.6%
                                            -------  -------    -------  -------

NET INCOME                                      .2%     5.8%       1.3%     5.4%


Sales  for the  second  quarter  and six  months  ended  May  31,  2003  totaled
$2,783,000 and $5,870,000,  respectively. Sales for the second quarter decreased
20.2% or $705,000  below sales for the same period of 2002,  while sales for the
first six months of 2003 decreased  10.8% or $710,000 below the first six months
of 2002. A number of issues  contributed  to the decrease in Sales in the second
quarter, including raw materials quality problems which were caught at final lot
acceptance  testing,  resulting in scrapping of finished product,  and delays in
rebuilding and shipping those products.  These problems are being addressed with
the vendors,  and more  stringent  incoming  materials  tests will be imposed in
order to catch  discrepant  material  earlier.  Sales were  further  impacted by
Customer delays due to specification changes on two (2) contracts,  resulting in
shipments  being pushed out to the third  quarter;  and lower demand for some of
the Company's standard products.

Cost of sales for the second  quarters  2003 versus 2002 totaled 72.5% and 69.6%
of net sales, respectively,  while cost of sales for the first six months of the
comparable period totaled 71.4% and 68.3%, respectively. The increase in cost of
goods sold as a percentage of sales is the result of allocating  fixed  overhead
costs over a smaller sales base;  combined with higher material costs associated
with yield  problems  described  above and product mix changes.  The Company has
reduced overhead expenses  approximately 10% compared to the first half of 2002,
and reduced employee head count by eighteen (18).

Selling,  general and  administrative  expenses for the second quarter and first
six months of 2003 totaled 24.0% and 23.9%, respectively,  compared to 19.2% and
20.3% for the same period in 2002. In actual dollars expensed,  selling, general
and  administrative  expenses  decreased  $2,000 in the second  quarter of 2003,
compared to 2002, and increased $66,000 for the first six months of 2003, versus
2002.  The increase is due to the addition of an Executive  Vice  President  and
Chief  Operating  Officer  resulting in $75,000  additional  salaries during the
first half of 2003; and increased sales  commissions of $45,000 to the Company's
sales  representatives for sales of the Company's products through distributors,
based on a recent change to the  independent  representative  contracts,  offset
with some reductions in other administrative expenses.

Net  income in the  second  quarter  and year to date 2003  totaled  $5,000  and
$72,000,  respectively,  compared to $203,000 and  $354,000  for the  comparable
periods in 2002.  Net income per share totaled $.02 and $.11 for the  comparable
six  months  of 2003 and  2002,  respectively.  The  decrease  in net  income is
attributable  to  lower  sales,  higher   manufacturing  costs  associated  with
materials and yield problems, and increased selling,  general and administrative
expenses. Beginning with the third quarter, general and administrative costs are
projected to decrease approximately 10%.


                                       8
<PAGE>


New orders for the second quarter and year-to-date  2003 totaled  $3,780,000 and
$5,594,000,   respectively,  compared  to  $2,887,000  and  $5,345,000  for  the
comparable  periods of 2002.  New orders  included  rebuys  for  certain  custom
products,  orders  from new  customers  for  custom  products,  initial  funding
releases  on a  multi-year  contract,  and  increased  orders  for  some  of the
Company's standard products.

Backlog totaled  $4,832,000 on May 31, 2003 compared to $4,207,000 as of June 1,
2002 and  $5,144,000  on  November  30,  2002.  The  majority  of the Backlog is
shippable in the next twelve (12) months.

Total assets decreased $678,000 to $8,996,000 as of May 31, 2003 from $9,674,000
as of November 30, 2002 with a decrease in cash and  short-term  investments  of
$207,000,  inventory  decrease  of  $154,000,  account  receivable  decrease  of
$190,000 and long-term investments of $112,000.

Accounts receivable, net totaled $1,611,000 as of May 31, 2003 and represents a
decrease of $190,000 since November 30, 2002, due to lower sales.

Inventories totaled $2,146,000 at the end of the second quarter 2003 compared to
$2,300,000  on  November  30,  2002,  a  decrease  of  $154,000.  Raw  materials
inventories  decreased  $110,000 since November 30, 2002, while  work-in-process
inventories  decreased $44,000. The decrease in inventory is consistent with the
current business level.

Current  liabilities totaled $710,000 on May 31, 2003 representing a decrease of
$438,000  from  November  30,  2002;  primarily  associated  with a decrease  in
accounts  payable of $157,000  based on lower  inventory  levels;  a decrease of
$48,000 in accrued  payroll  due to a reduction  of  employees;  a reduction  of
$135,000 in provision  for income taxes  associated  with lower sales and profit
before taxes,  and a decrease in other accrued  liabilities of $110,000 based on
lower reserves and advance payments from customers.

Shareholders'  equity  decreased  $241,000  in the  first  six  months  of 2003.
Earnings per share for the six month period totaled $.02 per share.

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

Cash and short-term  investments as of May 31, 2003 totaled $3,817,000  compared
to $4,024,000 on November 30, 2002, a decrease of $207,000. The decrease in cash
and short-term  investments is attributable to the payment of a cash dividend of
$312,000,  the investment of $137,000 in equipment,  offset by $130,000 net cash
provided by operations and the reduction of $112,000 in long-term investments.

As of May 31, 2003 cash flows from operating  activities were $130,000  compared
to $191,000 as of June 1, 2002.

Capital expenditures through the second quarter of 2003 totaled $137,000.  These
purchases were financed internally with the Company's cash.

A special  cash  dividend  of  $312,000  was paid on  February  28,  2003 to all
shareholders of record.

During fiscal 2002 the Company  renewed 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.

Effective  February 5, 2001,  the Company  entered  into an  agreement  with Mr.
Nicholas  Nadolsky,  the Company's  immediate past Chief  Executive  Officer and
Chairman  of the Board,  under the terms of which the Company may be required to
purchase Mr. Nadolsky's 548,836 shares of stock under certain circumstances. The
circumstances are Mr. Nadolsky's death,  permanent  disability or termination of
employment with the company.  Mr.  Nadolsky's  medical leave (and Mr. Nadolsky's
employment agreement) terminated on May 1, 2003, and the Company may be required
to purchase Mr. Nadolsky's  present shares of the Company's common stock.  Based
on the agreement between the Company and Mr. Nadolsky, the estimated cost of the
transaction would be in the range of $1,300,000 to $1,500,000. This would likely
be financed  internally  with the Company's cash and  short-term  investments or
borrowing under the current existing credit facilities.


                                       9
<PAGE>



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.



                                       10
<PAGE>




ITEM 3. CONTROLS AND PROCEDURES

(a)      Evaluation of disclosure controls and procedures.

         Within  the 90 days  prior  to the  date of this  report,  the  Company
         carried out an evaluation, under the supervision and with participation
         of the Company's management,  including the Chief Executive Officer and
         Chief  Financial  Officer,  of  the  effectiveness  of the  design  and
         operation of the Company's  disclosure controls and procedures pursuant
         to Exchange  Act Rule  13a-14.  Based upon that  evaluation,  the Chief
         Executive  Officer  and  Chief  Financial  Officer  concluded  that the
         Company's  disclosure  controls and  procedures are effective in timely
         alerting them to material  information relating to the Company required
         to be included in the Company's periodic SEC filings.

(b)      Changes in internal controls.

         Not applicable.

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 A VOTE OF SECURITY HOLDERS
                  ---------------------------------------------------

                  None

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

                  None

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

                  (a)      Exhibits

                                    99.1 Certification of Connie Wood, President
                                    and  CEO  (Principal   Executive   Officer),
                                    Pursuant  to 18  U.S.C.  Section  906 of the
                                    Sarbanes-Oxley Act of 2002


                                    99.2  Certification of Patrick Cefalu,  CFO\
                                    (Principal  Financial Officer),  Pursuant to
                                    18 U.S.C.  Section 906 of the Sarbanes-Oxley
                                    Act of 2002.

                  (b)      Form 8-K

                                    None



                                       11
<PAGE>


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 10, 2003                                            /s/ Connie Wood
-------------                                            -----------------------
Date                                                     Connie Wood
                                                         Chief Executive Officer


July 10, 2003                                            /s/ Patrick Cefalu
-------------                                            -----------------------
Date                                                     Patrick Cefalu
                                                         Chief Financial Officer




                                       12
<PAGE>




                                 CERTIFICATIONS

I, Connie Wood, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Micropac  Industries,
Inc;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 10, 2003
                                           /s/ Connie Wood
                                           -------------------------------------
                                           Connie Wood
                                           President and Chief Executive Officer




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<PAGE>




I, Patrick Cefalu, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Micropac  Industries,
Inc;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 10, 2003

                                                         -----------------------
                                                         Patrick Cefalu
                                                         Chief Financial Officer


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