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 August 26, 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 August 26,  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

                                 August 26, 2000

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                    Condensed  Statements  of  Income  for the  three
                         months and nine months ended August 26, 2000
                         and August 28, 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
                                            8/26/00        8/28/99       8/26/00        8/28/99
                                            -------        -------       -------        -------
<S>                                         <C>            <C>           <C>            <C>

Sales, Net of Returns & Allowances          $ 3,566        $ 2,678       $ 8,974        $ 8,180

Cost of Goods Sold                           (2,442)        (2,118)       (6,441)        (6,219)
                                            -------        -------       -------        -------

    Gross Margin                            $ 1,124        $   560       $ 2,533        $ 1,961

Selling, General & Administrative Expense      (618)          (530)       (1,803)        (1,675)

Miscellaneous interest income                    65             43           162             87
                                            -------        -------       -------        -------

    Pre-Tax Income                          $   571        $    73       $   892        $   373

Provision for Income Taxes                     (228)           (29)         (357)          (149)
                                            -------        -------       -------        -------

    Net Income                              $   343        $    44       $   535        $   224
                                            =======        =======       =======        =======

Net Income Per Share                        $   .09        $   .01       $   .15        $   .06

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                                                            8/26/00   11/30/99
                                                                          -------    -------
<S>                                                                       <C>        <C>
     Cash                                                                 $  --      $   502
     Short term investments                                                 3,775      2,933
     Receivables, net of allowance for doubtful accounts of                 2,242      1,579
     $93 on August 26, 2000 and $92 on November 30, 1999

     Inventories:
         Raw materials                                                      1,148      1,246
         Work-in process                                                      902        908
     Prepaid expenses and other current assets                                 44         57
     Deferred income tax                                                      249        249
        Prepaid income  taxes                                                --          166
                                                                          -------    -------
                       Total current assets                                 8,360      7,640

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                      80         80
     Buildings                                                                498        498
     Facility improvements                                                    718        678
     Machinery and equipment                                                4,664      4,493
     Furniture and fixtures                                                   381        340
                                                                          -------    -------
                       Total property, plant, and equipment               $ 6,341    $ 6,089

         Less accumulated depreciation                                     (5,128)    (4,945)
                                                                          -------    -------

Net property, plant and equipment                                           1,213      1,144
                                                                          -------    -------

                       Total assets                                       $ 9,573    $ 8,784
                                                                          =======    =======

                          LIABILITIES AND SHAREHOLDERS'
EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                     $   518    $   365
     Accrued payroll                                                          131        214
     Accrued professional fees                                                 95         75
     Other accrued liabilities                                                170        182
     Income taxes payable                                                     177       --
                                                                          -------    -------

                       Total current liabilities                            1,091        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 August 26, 2000 and November 30, 1999
     Paid-in capital                                                          885        885
     Retained earnings                                                      7,192      6,657
                                                                          -------    -------

                       Total shareholders' equity                           8,440      7,905
                                                                          -------    -------

                       Total liabilities and shareholders' equity         $ 9,573    $ 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:                                 8/26/00    8/28/99
                                                                      -------    -------
<S>                                                                   <C>        <C>
     Net Income                                                       $   535    $   224
     Adjustments to reconcile net income to
         cash from operating activities:
             Depreciation and amortization                                182        176
         Changes in current assets and liabilities:
             Accounts receivable                                         (663)       (85)
             Inventories                                                  104        565
             Prepaid expenses & other current assets                      179          3
             Income taxes                                                 177       (139)
             Accounts payable                                             153         56
             Payroll & withholdings                                       (83)      (157)
             Accrued liabilities                                            8         50
                                                                      -------    -------
                              Net cash from operating activities          592        693

CASH FLOWS FROM INVESTING ACTIVITIES:
        (Increase)/ decrease in short term investments                   (842)      (815)
        Additions to property, plant and equipment                       (252)      (106)
                                                                      -------    -------
                              Net cash used in investing activities    (1,093)      (921)

Net increase (decrease) in cash                                          (502)      (228)

Cash at beginning of period                                               502        298
                                                                      -------    -------

Cash at end of period                                                 $  -0-     $    70
                                                                      =======    =======

</TABLE>

These  statements  reflect all adjustments  which, in the opinion of management,
are necessary for fair statement of the results for the interim period.  Certain
prior  year  balances  have  been   reclassified  to  conform  to  current  year
presentation.


<PAGE>

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

1.   Sales for the third  quarter and year to date 2000 totaled  $3,566,000  and
     $8,974,000  respectively  compared to  $2,678,000  and  $8,180,000  for the
     comparable  periods in 1999.  Sales for the third  quarter  2000  increased
     33.2%  above  sales for the same period of 1999 while year to date sales in
     2000 increased  9.7% above the  comparable  three quarters sales results of
     1999.  Increased new orders and shipments  against  long-running  contracts
     were the primary reasons for increased revenues for the third quarter.

2.   Cost of sales,  as a percentage of net sales for the third quarter and year
     to date 2000, totaled 68.5% and 71.8%  respectively  versus 79.1% and 76.0%
     for the  comparable  quarter  and year to date in 1999.  The  reduction  in
     percentage for the comparable periods is related to changes in product mix,
     improved labor efficiencies and lower indirect cost.

3.   Selling,  general and  administrative  expenses for the current  quarter of
     2000  totaled  17.3% of sales  compared  to 19.8% for the third  quarter in
     1999. Year to date selling,  general and  administrative  expenses  totaled
     20.1% of revenues  compared to 20.5% for the same nine months in 1999.  The
     decrease  in  percentage  for the  comparable  quarters  and nine months is
     primarily  related to increased sales in the current periods.  The increase
     when  compared  in  dollars  is  primarily  related  to  increased  selling
     expenses.

4.   Net income in the third quarter  totaled  $343,000  compared to $44,000 for
     the same period of 1999. Year to date, net income totaled  $535,000 in 2000
     compared  to $224,000 in 1999.  Income per share for the  comparable  third
     quarters of 2000 versus 1999  totaled $.09 and $.01  respectively.  Year to
     date income per share totaled $ .15 and $.06  respectively  for 2000 versus
     1999.  The  increase in net income is related  primarily to reduced cost of
     sales as a percentage of net sales for the comparable periods.

5.   New orders for the third  quarter and year to date 2000 totaled  $3,791,000
     and  $10,236,000  respectively  compared to $3,374,000 and $ $8,159,000 for
     the  comparable  periods of 1999.  New orders are  comprised  of add-ons to
     existing  contracts  and  re-buys for  certain  custom  products as well as
     orders for some of the  Company's  new  standard  products.  The Company is
     experiencing an increase in new customers.

6.   Backlog totaled  $5,572,000 on August 26, 2000 compared to $5,164,000 as of
     August 28, 1999 and $4,360,000 on November 30, 1999.  The backlog  increase
     is a result of strong  bookings  in the second and third  quarters of 2000.
     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 within six
     months.

7.   Assets  totaled  $9,573,000 as of August 26, 2000 compared to $8,784,000 on
     November 30,  1999,  an increase of  $789,000.  The increase is  attributed
     primarily to increased current assets.  Increases in short term investments
     and accounts receivable were partially offset by decreased cash and prepaid
     income taxes.  Short-term investments increased $842,000 as excess cash was
     invested in certificates of deposit. Accounts receivable increased $663,000
     due to increased  sales in the third  quarter and a temporary  slow down in
     collections  of accounts  receivable  for the period ended August 26, 2000.
     Prepaid taxes  decreased  ($166,000)  due to a refund  received on overpaid
     taxes.  Cash decreased  ($502,000) due to increased  investing  activities.
     Minor  decreases  occurred in  inventories  and prepaid  expenses  totaling
     ($116,000).  The increase in property, plant and equipment was $70,000, net
     of depreciation.

8.   Cash and short term  investments  as of August 26, 2000 totaled  $3,775,000
     compared to $3,435,000 on November 30, 1999, an increase of $340,000.

9.   Accounts receivable totaled $2,242,000 on August 26, 2000 and represents an
     increase of $663,000 from November 30, 1999. Days' sales totaled 57 days on
     August 26, 2000 compared to 50 days on November 30, 1999.

10.  Combined  Inventories  totaled  $2,050,000  on August 26, 2000  compared to
     $2,154,000 on November 30, 1999, a decrease of ($104,000).  Inventories are
     comprised  of  raw  material  and   work-in-process.   Raw   materials  and
     work-in-process  inventories  totaled $1,148,000 and $902,000  respectively
     for the third quarter 2000 compared to $1,246,000  and $908,000 on November
     30,  1999.  Raw  materials   inventories  have  decreased  ($98,000)  while
     work-in-process  decreased ($6,000) since the beginning of the fiscal year.
     The changes in inventories are related to production requirements.

11.  Current Liabilities totaled $1,091,000 on August 26, 2000 and represents an
     increase of $255,000  since  November  30,  1999.  The  increase is related
     primarily  to  short-term  increases  in accounts  payable and income taxes
     payable generated during the third quarter 2000.

<PAGE>

12.  Shareholders'  equity has  increased  $535,000  since  November  30,  1999.
     Earnings per share for the quarter totaled $0.09 and $0.15 year to date. In
     comparison,  third  quarter and year to date results for 1999 totaled $0.01
     and $0.06 respectively.

PART II - OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS
             -----------------

             The  Company is not  involved  in any  material  current or pending
             legal   proceedings,   other  than  ordinary   routine   litigation
             incidental to its business.

ITEM 2.      CHANGES IN SECURITIES
             ---------------------

             None

ITEM 3.      SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
             -------------------------------------------------

             None

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

             None

ITEM 5.      EXHIBITS AND REPORTS ON FORM 8-K
             --------------------------------

             None

SIGNATURES

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

                            MICROPAC INDUSTRIES, INC.


9-27-00                                           /s/  Nicholas Nadolsky
-------                                          -------------------------
Date                                             Nicholas Nadolsky
                                                 Chairman of the Board/CEO


9-27-00                                           /s/  Dave Hendon
-------                                          -------------------------
Date                                             Dave Hendon
                                                 Controller