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 31, 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 August 31, 2002 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.

On July 12, 2002, the Company decided to no longer engage Arthur Andersen LLP as
its independent accountant and appointed KPMG LLP as successor accountant.  As a
result of the dismissal of Andersen,  the financial  statements  for the quarter
ended June 1, 2002 had not been reviewed by the Company's independent accountant
as of filing the second  quarter  Form 10QSB on July 15,  2002  pursuant to Rule
10-01(d).  As  permitted  by the  guidance  issued  by the SEC in  Release  Nos.
33-8070/34-45590,  a review for the quarter  ended June 1, 2002 was conducted in
conjunction with the independent accountant's review of the financial statements
for the quarter and cumulative interim period to date ending August 31, 2002.



<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                 AUGUST 31, 2002

                                      INDEX

PART I   - FINANCIAL INFORMATION

           ITEM 1 -  FINANCIAL STATEMENTS

                         Condensed Statements of Operations for the three
                              months and nine months ended August 31, 2002 and
                              August 25, 2001
                         Condensed Balance Sheets as of August 31, 2002 and
                         November 30, 2001 Condensed Statements of Cash Flows
                         for the nine months
                              ended August 31, 2002 and August 25, 2001
                         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

                                    99.1 Certification of Connie Wood, President
                                    and  CEO  (Principal   Executive   Officer),
                                    pursuant  to  18   U.S.C.Section   1350,  as
                                    adopted  pursuant  to  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 1350, as adopted pursuant
                                    to Section 906 of the  Sarbanes-Oxley Act of
                                    2002.


SIGNATURES










                                       2
<PAGE>
<TABLE>
<CAPTION>


On July 12, 2002, the Company decided to no longer engage Arthur Andersen LLP as
its independent accountant and appointed KPMG LLP as successor accountant.  As a
result of the dismissal of Andersen,  the financial  statements  for the quarter
ended June 1, 2002 had not been reviewed by the Company's independent accountant
as of filing the second  quarter  Form 10QSB on July 15,  2002  pursuant to Rule
10-01(d).  As  permitted  by the  guidance  issued  by the SEC in  Release  Nos.
33-8070/34-45590,  a review for the quarter  ended June 1, 2002 was conducted in
conjunction with the independent accountant's review of the financial statements
for the quarter and cumulative interim period to date ending August 31, 2002.


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


PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                                                       Statement of Operations      Statement of Operations
                                                     For the three months ended    For the nine months ended
                                                       8/31/02        8/25/01        8/31/02        8/25/01
                                                     -----------    -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>            <C>

NET SALES                                            $     3,179    $     3,285    $     9,759    $     9,885

COST AND EXPENSES:

    Cost of goods sold                                    (2,241)        (2,343)        (6,733)        (7,008)

    Research and development                                 (38)          (103)          (240)          (273)

    Selling, general & administrative expenses              (665)          (635)        (2,004)        (1,969)
                                                     -----------    -----------    -----------    -----------

                       Total cost and expenses             2,944          3,081          8,977    $     9,250


OPERATING INCOME BEFORE INTEREST                             235            204            782            635
           AND INCOME TAXES

    Interest income                                           25             31             68            129
                                                     -----------    -----------    -----------    -----------

INCOME BEFORE TAXES                                  $       260    $       235    $       850    $       764

    Provision for taxes                                     (104)           (94)          (340)          (299)
                                                     -----------    -----------    -----------    -----------

NET INCOME                                           $       156    $       141    $       510    $       465
                                                     ===========    ===========    ===========    ===========

NET INCOME PER SHARE, BASIC AND DILUTED              $       .05    $       .05    $       .16    $       .14


DIVIDENDS PER SHARE                                         --             --             --      $       .10


WEIGHTED AVERAGE OF SHARES, Basic and diluted          3,127,151      3,127,151      3,127,151      3,238,262
</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 SHEETS
                             (Dollars in thousands)


                                     ASSETS

CURRENT ASSETS                                                            8/31/02      11/30/01
                                                                         ---------    ---------
                                                                         Unaudited
<S>                                                                      <C>          <C>

     Cash and cash equivalents                                           $   1,167    $     486
     Short term investments                                                  2,843        2,994
     Receivables, net of allowance for doubtful accounts of $89 on           1,616        1,740
         August 31, 2002 and November 30, 2001
     Inventories:
         Raw materials                                                       1,043        1,045
         Work-in process                                                     1,393        1,142
                                                                         ---------    ---------
     Total Inventories                                                       2,436        2,187
     Prepaid expenses and other current assets                                  86           83
     Deferred income tax                                                       273          273
                                                                         ---------    ---------
                            Total current assets                             8,421        7,763
                                                                         ---------    ---------

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                       80           80
     Buildings                                                                 498          498
     Facility improvements                                                     796          733
     Machinery and equipment                                                 4,911        4,884
     Furniture and fixtures                                                    391          389
                                                                         ---------    ---------
                            Total property, plant, and equipment             6,676        6,584
         Less accumulated depreciation                                      (5,659)      (5,472)
                                                                         ---------    ---------
     Net property, plant and equipment                                       1,017        1,112
                                                                         ---------    ---------
                            Total assets                                 $   9,438    $   8,875
                                                                         =========    =========

                          LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES:
     Accounts payable                                                    $     445    $     471
     Accrued compensation                                                      231          271
     Accrued professional fees                                                  49           52
     Other accrued liabilities                                                 258          118
     Income taxes payable                                                      111          129
                                                                         ---------    ---------
                            Total current liabilities                        1,094        1,041
                                                                         ---------    ---------

DEFERRED INCOME TAXES                                                           25           25

SHAREHOLDERS' EQUITY
     Common stock, ($.10 par value), authorized 10,000,000 shares,             363          363
         3,627,151 issued 3,127,151 outstanding at August 31, 2002 and
         November 30, 2001
     Paid-in capital                                                           885          885
     Treasury stock, 500,000 shares, at cost                                (1,250)      (1,250)
     Retained earnings                                                       8,321        7,811
                                                                         ---------    ---------

                            Total shareholders' equity                       8,319        7,809
                                                                         ---------    ---------

                            Total liabilities and shareholders' equity   $   9,438    $   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 FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

                                                                             8/31/02    8/25/01
                                                                             -------    -------
<S>                                                                          <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                              $   510    $   465
     Adjustments to reconcile net income to:
         Cash from operating activities:
             Depreciation and amortization                                       187        202
         Changes in current assets and liabilities:
             Accounts receivable                                                 124        145
             Inventories                                                        (249)       (64)
             Prepaid expenses and other current assets                            (3)       (64)
             Income taxes, prepaid and deferred                                  (18)       (93)
             Accounts payable                                                    (26)      (370)
             Payroll and withholdings                                            (40)       (33)
             Accrued liabilities                                                 137        (60)
                                                                             -------    -------

                                 Net cash provided by operating activities       622        128

CASH FLOWS FROM INVESTING ACTIVITIES:
        Increase in short-term investments                                       151        753
        Additions to property, plant and equipment                               (92)      (132)
                                                                             -------    -------

                                 Net cash provided by investing activities        59        621

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

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

Net change in cash and cash equivalents                                          681       (864)

Cash and Cash Equivalents at beginning of period                                 486      1,249
                                                                             -------    -------

Cash and Cash Equivalents at end of period                                  $  1,167    $   385
                                                                             =======    =======

Supplemental Cash Flow Disclosure
      Cash Paid For Income Taxes                                             $   307    $   352

</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.
                                   (Unaudited)
                          NOTES TO FINANCIAL STATEMENTS

Note 1 Management Representations

In the opinion of  management,  the  unaudited  condensed  financial  statements
include all  adjustments  (consisting  of only  normal,  recurring  adjustments)
necessary to present fairly the financial position as of August 31, 2002 and the
cash flows and the results of  operations  for the three  months and nine months
ended August 31, 2002 and August 25, 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  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

In 2001,  the Board of  Directors  of Micropac  Industries,  Inc.  approved  the
payment of a $.10 per share dividend to all  shareholders  of record on February
1, 2001. The dividend payment was paid to shareholders on February 21, 2001.

There  are no  plans  at this  time to  approve  the  payment  of an  additional
dividend.

Note 4

In 2001,  the  Company  repurchased  500,000  shares at $2.50  per share  from a
significant  individual  shareholder  who is also a member  of  management.  The
Company continues to hold the 500,000 shares as treasury stock.

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 is currently on medical leave,  which
medical leave (and Mr. Nadolsky's employment agreement) will terminate on May 1,
2003,  at which time the Company may be  required  to  purchase  Mr.  Nadolsky's
shares of Company's common stock.

Note 5

On March 1, 2001,  the Company's  shareholders  approved the 2001 Employee Stock
Option Plan (the "Stock Plan"). As of August 31, 2002 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 nine months ended
August 31, 2002 and August 25,  2001,  the  Company  had no  dilutive  potential
common stock.

Note 8

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


                                       6
<PAGE>

Note 9

Effective May 13, 2002,  the Company's CEO and Chairman of the Board since 1974,
Nicholas  Nadolsky,  began a medical leave of absence.  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 March 1, 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 form 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>
<TABLE>
<CAPTION>


                            MICROPAC INDUSTRIES, INC.
                                   (Unaudited)



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

                                                         Three months ended        Nine months ended
                                                       8/31/02      8/25/01      8/31/02      8/25/01
                                                       -------      -------      -------      -------
<S>                                                     <C>          <C>          <C>          <C>

NET SALES                                               100.0%       100.0%       100.0%       100.0%

COST AND EXPENSES
    Cost of sales                                        70.5%        71.3%        69.0%        70.9%
    Research and development                              1.2%         3.1%         2.5%         2.8%
    Selling, general and administrative                  20.9%        19.3%        20.5%        19.9%
                                                       -------      -------      -------      -------

                     Total cost and expenses             92.6%        93.8%        92.0%        93.6%

OPERATING INCOME BEFORE INTEREST                          7.4%         6.2%         8.0%         6.4%
     AND INCOME TAXES

    Interest income                                        .8%          .9%          .7%         1.3%
                                                       -------      -------      -------      -------

INCOME BEFORE TAXES                                       8.2%         7.1%         8.7%         7.7%

    Provision for taxes                                   3.3%         2.9%         3.5%         3.0%
                                                       -------      -------      -------      -------

NET INCOME                                                4.9%         4.2%         5.2%         4.7%
</TABLE>


Sales  for the  third  quarter  and year to date  2002  totaled  $3,179,000  and
$9,759,000, respectively. Sales for the third quarter decreased 3.0% or $106,000
below  sales  for the  same  period  of 2001  while  year-to-date  sales in 2002
decreased  1.2% or  $126,000  below the  first  nine  months of 2001.  The sales
decrease  is  primarily  related  to a lower  backlog  of orders  for  high-temp
standard products and semiconductor industry products.

Cost of sales combined with research and development for the third quarters 2002
versus  2001  totaled  71.7%  and  74.4%,  respectively,   of  net  sales  while
year-to-date  cost of sales  for the same  comparable  years  totaled  71.5% and
73.7%.  Both the quarter and year-to-date  cost of sales  percentages  decreased
slightly compared to 2001 results. The reduction is related primarily to changes
in product mix and cost reduction implementation.

Selling,  general and administrative  expenses for the third quarter and year to
date 2002 totaled 20.9% and 20.5%, respectively, compared to 19.3% and 19.9% for
the same quarter and year-to date in 2001,  reflecting  slight  increases in the
current year. In actual dollars expensed,  selling,  general and  administrative
expenses increased $30,000 for the comparable quarters and increased $35,000 for
the comparable  years-to-date.  The  year-to-date  increase is due to an overall
increase in property, liability, and Director & Officer insurance.

Income before taxes in the third quarter and year to date 2002 totaled  $260,000
and $850,000, respectively, compared to $235,000 and $764,000 for the comparable
periods in 2001.  The income  increase for the  comparable  quarters and year to
date was related  primarily to reduced cost of goods sold.  Net income per share
for the  comparable  quarters in 2002 versus 2001 totaled $0.05 for both periods
while year- to-date  income per share totaled $0.16 and $0.14 for the comparable
nine months of 2002 and 2001, respectively.  The increase in income per share is
related to increased net income and reduced weighted average number of shares.

New orders for the third quarter and  year-to-date  2002 totaled  $4,567,000 and
$9,915,000,  respectively,  compared  to  $3,612,000  and  $10,674,000  for  the
comparable  periods of 2001.  The increase in new orders in the third quarter is
primarily attributable to a single order for standard optoelectronic  components
from a new customer.  Current  year-to-date  orders are  approximately  $762,000
lower than comparable period 2001 orders, with reduced requirements from a major
semiconductor  industry  customer,  combined with lower demand for the Company's
high-temperature standard products from oil exploration companies, and decreased
orders from international customers.


                                       8
<PAGE>

Backlog  totaled  $5,570,000  on August 31, 2002  compared to  $6,208,000  as of
August 25, 2001 and $5,512,000 on November 30, 2001. A significant amount of the
backlog is expected to ship in fiscal 2002.

Total  assets  increased  $563,000  to  $9,438,000  as of August  31,  2002 from
$8,875,000  as of November 30, 2001,  primarily  attributable  to an increase in
short  term  investments,  and  work in  process,  and a  decrease  in  accounts
receivable.

Accounts receivable, net totaled $1,616,000 as of August 31, 2002, a decrease of
$124,000  since  November 30, 2001.  The decrease in  receivables  is related to
timing of collections and decreased  revenues for the third quarter 2002.  Days'
sales  totaled 45 days on August 31, 2002  compared to 51.9 days on November 30,
2001.

Inventories  totaled $2,436,000 at the end of the third quarter 2002 compared to
$2,187,000  on November  30,  2001,  an increase of  $249,000.  Inventories  are
comprised of raw materials totaling $1,043,000 and  work-in-process  inventories
totaling $1,393,000.  Raw materials  inventories decreased $2,000 since November
30, 2001, while work-in-process  inventories increased $251,000. The increase in
inventory is related to change in product mix and  production  requirements  for
the 4th quarter of 2002.

Current  liabilities  totaled  $1,094,000  on August 31, 2002,  an increase of $
53,000 since November 30, 2001.  The increase in current  liabilities is related
primarily to reserves  established for advanced  purchases of materials for some
of the Company's military/space projects.

Shareholders'  equity  increased  $510,000  in the  first  nine  months of 2002.
Earnings per share for the nine month period totaled $.16 per share.


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

Cash and  short-term  investments  as of  August  31,  2002  totaled  $4,010,000
compared to  $3,480,000  on November  30,  2001,  an increase of  $530,000.  The
increase in cash and short-term  investments is  attributable to a positive cash
flow   generated  from  normal   operating   activities  and  then  invested  in
certificates  of deposit.  Cash and cash  equivalents  increased  $681,000 while
short-term investments increased $151,000.

As of August  31,  2002 cash  flows  from  operating  activities  were  $622,000
compared to $128,000 as of August 25,  2001.  Changes in cash usage for accounts
payable and accrued liabilities  contributed  significantly to the improved cash
flows from operating activities for the comparable periods.

Capital  expenditures  through the third  quarter of 2002 totaled  $92,000.  The
primary asset  purchases in 2002 were a new fire alarm system for the protection
of Company assets and additional production and test equipment.  These purchases
were financed internally with the Company's cash.

During fiscal 2002 the Company renewed the  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.

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.

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


                                       9
<PAGE>

                  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,  other than  ordinary  routine  litigation
                  incidental to its business.

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


                  Exhibit 99.1

                  Exhibit 99.2



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.



October 10, 2002                                          /s/ Connie Wood
----------------                                         -----------------------
Date                                                     Connie Wood
                                                         Chief Executive Officer


October 10, 2002                                          /s/ Patrick Cefalu
----------------                                         -----------------------
Date                                                     Patrick Cefalu
                                                         Chief Financial Officer



                                       10
<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: October 10, 2002


                                            /s/ Connie Wood
                                           -------------------------------------
                                           Connie Wood
                                           President and Chief Executive Officer





                                       11
<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: October 10, 2002


                                                          /s/ Patrick Cefalu
                                                         ----------------------
                                                         Patrick Cefalu
                                                         Chief Financial Officer


                                       12