SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10 QSB/A

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 30, 1998

              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,  1997  and  May 30,  1998,  there  were  3,627,151  shares  of
registrant's  common stock  outstanding.  On these dates,  the aggregate  market
value of Common  Stock could not be  determined  since  there is no  established
public trading market for the Company's Common Stock.








<PAGE>



                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                  MAY 30, 1998

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                             Condensed  Statements  of  Income  for the  three
                                  months and six months ended May 30, 1998 and
                                  May 31, 1997
                             Condensed Balance Sheets
                             Condensed Statements of Cash Flows
                             Notes to Condensed Financial Statements

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

PART II - OTHER INFORMATION

         ITEM 1              LEGAL PROCEEDINGS
         ITEM 2              CHANGES IN SECURITIES
         ITEM 3              DEFAULTS UPON SENIOR SECURITIES
         ITEM 4              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ITEM 5              OTHER INFORMATION
         ITEM 6              EXHIBITS AND REPORTS ON FORM 8-K


SIGNATURES















<PAGE>

<TABLE>
<CAPTION>


                            MICROPAC INDUSTRIES, INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)


PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statement

                                                 Statement of Income          Statement of Income
                                               for three months ended            Year-to-date
                                               5/30/98        5/31/97        5/30/98       5/31/97
                                               -------        -------        -------       -------
<S>                                                                             <C>      <C>     

Sales, Net of Returns & Allowances          $ 2,836,104    $ 3,795,493    $ 6,103,904    $ 7,210,723

Cost of Goods Sold                           (2,193,830)    (2,772,694)    (4,575,209)    (5,290,894)
                                            -----------    -----------    -----------    -----------

    Gross Margin                                642,274      1,022,799      1,528,695      1,919,829

Selling, General & Administrative Expense      (543,217)      (672,987)    (1,165,981)    (1,312,183)
                                            -----------    -----------    -----------    -----------

    Pre-Tax Income                               99,057        349.812        362,714        607,646

Provision for Income Taxes                      (35,554)      (118,936)      (126,949)      (206,601)
                                            -----------    -----------    -----------    -----------                              
                                                                             
    Net Income                              $    63,503    $   230,876    $   235,765    $   401,045
                                            ===========    ===========    ===========    ===========

Net Income Per Share                        $       .02    $       .06    $       .06    $       .11

Dividends per Share                                --             --             --             --


Weighted Average Number of Shares             3,627,151      3,627,151      3,627,151      3,627,151

</TABLE>


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













<PAGE>


<TABLE>
<CAPTION>


                            MICROPAC INDUSTRIES, INC.
                                  BALANCE SHEET
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS                                                      5/30/98      11/30/97       5/31/97     11/30/96
                                                                    -------      --------       -------     --------
<S>                                                                             <C>          <C>          <C>   


     Cash                                                      $     52,810    $  106,200    $  117,649   $        0
     Short term investments                                       1,565,258     1,542,919       304,114      304,250
     Receivables, net of allowance for doubtful accounts of       1,688,143     2,412,443     2,359,721    2,372,387
     $95,495 on May 30, 1998 and $82,264 on May 31, 1997

     Inventories:
         Raw materials                                            1,961,953     1,559,788     1,679,812    2,135,951
         Work-in process                                          1,249,526     1,147,572     1,395,131    1,634,940
     Prepaid expenses and other current assets                       65,404        63,371       (5,359)       35,735
     Deferred income tax                                            301,951       301,951       325,951      325,951
                                                                    -------       -------       -------      -------

                    Total current assets                          6,885,046     7,134,245     6,177,019    6,809,215

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                            80,000        80,000        80,000       80,000
     Buildings                                                      497,924       497,924       497,924      497,924
     Facility improvements                                          692,487       694,705       694,705      694,705
     Machinery and equipment                                      4,458,816     4,335,347     4,244,293    4,178,198
     Furniture and fixtures                                         381,627       379,667       332,423      319,122
                                                                    -------       -------       -------      -------

                    Total property, plant, and equipment          6,110,854     5,987,643     5,849,344    5,769,949


         Less accumulated depreciation                          (4,791,166)   (4,663,958)   (4,625,894)  (4,514,106)
                                                                ----------   -----------    ----------   ----------

     Net property, plant and equipment                            1,319,687     1,323,686     1,223,450    1,255,843
                                                                  ---------     ---------     ---------    ---------

                    Total assets                                 $8,204,734    $8,457,930    $7,400,469    8,065,058
                                                                 ==========    ==========    ==========    =========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                              $480,919      $806,795      $327,855   $1,261,553
     Accrued payroll                                                326,578       343,500       295,473      286,528
     Accrued professional fees                                       62,053        64,552        58,608       71,712
     Other accrued liabilities                                       82,701       226,166       180,318      174,631
     Income taxes payable                                           109,949       110,137        86,719      220,179
                                                                    -------       -------        ------      -------

                    Total current liabilities                     1,062,200     1,551,150       948,971    2,014,603

DEFERRED INCOME TAXES                                                89,948        89,948       150,948      150,948

SHAREHOLDERS' EQUITY
     Common stock ($.10 par value) 10,000,000                       362,715       362,715       362,715      362,715
       authorized, 3,627,151 outstanding)
     Paid-in capital                                                885,540       885,540       885,540      885,540
     Retained earnings                                            5,804,330     5,568,577     5,052,295    4,651,252
                                                                  ---------     ---------     ---------    ---------

                    Total shareholders' equity                    7,052,585     6,816,832     6,300,550    5,899,507
                                                                  ---------     ---------     ---------    ---------

                    Total liabilities and shareholders' equity   $8,204,734    $8,457,930    $7,400,469   $8,065,058
                                                                 ==========    ==========    ==========   ==========


</TABLE>


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



<PAGE>



                            MICROPAC INDUSTRIES, INC.
                             STATEMENTS OF CASH FLOW
                                   (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:                     5/30/98       5/31/97
                                                          -------       -------

     Net Income                                       $   235,753   $   401,043
     Adjustments to reconcile net income to
         cash from operating activities:
             Depreciation and amortization                127,209       111,788
         Changes in current assets and liabilities:
             Accounts receivable                          724,300        12,666
             Inventories                                 (504,119)      695,948
             Prepaid expenses & other current assets       (2,033)       41,094
             Income taxes                                    (187)     (133,460)
             Accounts payable                            (325,876)     (933,699)
             Payroll & withholdings                       (16,922)        8,945
             Accrued liabilities                         (145,965)       (7,417)
                                                      -----------   -----------

         Net cash from operating activities                92,159       196,908
                                                      ===========   ===========


CASH FLOWS FROM INVESTING ACTIVITIES:

        Additions to property, plant and equipment       (123,210)      (79,396)
                                                      -----------   -----------
         Net cash from investing activities              (123,210)      (79,396)

Net increase (decrease) in cash                           (31,051)      117,512

Cash at beginning of period                             1,649,119       304,250
                                                      -----------   -----------

Cash at end of period                                 $ 1,618,068   $   421,763
                                                      ===========   ===========


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



<PAGE>





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


1.   Sales for the second  quarter and year to date 1998 totaled  $2,836,000 and
     $6,104,000  respectively  which are ($959,000) are below the second quarter
     of 1997 and ($1,107,000)  below sales for the first half of the prior year.
     Sales were down for the comparable  periods due to order reschedules from a
     major  customer and due to reduced  requirements  for some of the Company's
     standard products.

2.   Cost of sales for the second quarter totaled approximately 77.3% of related
     sales  compared  to 73.1 % for the  same  quarter  in  1997.  Cost of sales
     overheads,  as a  percentage  of net sales,  increased  due to  staffing of
     production  and support  personnel to meet  anticipated  revenues which the
     company  has not  achieved.  Personnel  adjustments  were  made late in the
     second quarter to match estimated production requirements for the following
     quarters.  Cost of sales  year-to-date  1998 totaled 75.0% of related sales
     compared to 73.4% for the first half of fiscal 1997. Changes in product mix
     combined with a stable manufacturing overhead base were the primary reasons
     for the increased cost of sales percentage for the first six months of 1998
     versus 1997.

3.   Selling, general and administrative expenses for the comparable quarters of
     1998 and 1997  totaled  approximately  19.2%  and 17.7%  respectively.  The
     increase in percentage is attributed to decreased  sales for the comparable
     quarters in 1998 versus 1997. Actual dollars expensed for selling,  general
     and  administrative  expenses of 1998  decreased  approximately  ($130,000)
     compared to cost for the same quarter in 1997. Items affecting the decrease
     were  interest  income  from  short  and  long  term  investments,  reduced
     corporate  travel , reduced  commission  expenses due to lower sales volume
     and decreased  outside selling  expenses.  Year-to-date  1998, SG&A totaled
     19.1% of revenues  compared to 18.2% for the same six month period of 1997.
     Total SG&A expenses for the  comparable  six month periods were  ($146,000)
     less in 1998  versus  1997  for  the  same  reasons  as  indicated  for the
     reductions in cost for the second quarter comparison variances.

4.   Income  per  share  for  the  second  quarter  and  year-to-date  1998  was
     approximately  $.02 and $.06 per share  respectively,  compared to $.06 and
     $.11 per share for the same quarter and year-to-date in 1997. Reduced sales
     for the comparable  periods combined with constant  manufacturing  overhead
     expenses  were the primary  factors in reduced  profits for the quarter and
     year-to-date.

5.   New  orders  for  the  second  quarter  1998  totaled  $5,025,000  bringing
     year-to-date  orders to $6,954,000.  New orders for the  comparable  second
     quarter  and  year  to  date  for  1997  were   $3,600,000  and  $6,010,000
     respectively.  Although new orders for the second  quarter and year to date
     exceed 1997 results,  many are custom  orders and will not impact  revenues
     until late fourth quarter of fiscal 1998.

6.   Backlog  totaled  approximately  $7,974,000  as of May 30, 1998 compared to
     $6,564,000 for the period ended May 31, 1997.  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 the next twelve (12) months.

7.   Raw material inventories  increased  approximately  $402,000 since November
     30,  1997 due  primarily  to  product  being  brought  in house to  support
     increased  shipments to one of the Company's  primary  customers.  The down
     turn in the Asian  economy has  impacted  requirements  for our  customer's
     products  which has  resulted in the  reschedules  of orders until later in
     1998.  Work-in process  inventories have increased  approximately  $102,000
     with the major increases in some of the Company's  standard  optoelectronic
     products.

8.   Net accounts receivable  decreased  ($724,000) since November 30, 1997. The
     reduction  of accounts  receivable  is due to  decreased  sales for the six
     month  period  ended  May 30,  1998.  Day's  sales  as of May 30,  1998 are
     approximately 53 days compared to 58 days at November 30, 1997.



<PAGE>




9.   Total assets, year to date, decreased approximately ($253,000) since fiscal
     year ended  November 30, 1997.  The majority of the decrease was in current
     assets.   Accounts   receivable  and  cash  and  cash  equivalents  reduced
     approximately ($724,000) and ($31,000) respectively while raw materials and
     work in process inventories  increased $504,000.  Refer to items 1and 7 for
     details.

     Liabilities, year to date, decreased approximately ($489,000) due primarily
     to reductions of accounts  payable  liabilities and accrued  liabilities of
     approximately   ($326,000)   and  ($143,000)   respectively.   The  accrued
     liabilities reduction pertained primarily to franchise tax and property tax
     payments.

     Shareholders'  equity at May 30, 1998 totaled $7,053,000 and represented an
     increase of approximately $236,000 for the first six months 1998.

10.  Cash and cash  equivalents  have  remained  reasonably  stable for this six
     month  period.  As of May  30,  1998  cash  and  cash  equivalents  totaled
     $1,618,000  compared to $1,649,000  as of November 30, 1997.  The Company's
     financial  position remains strong enabling the Company to finance on-going
     operating costs as well as new product development activities for growth.



<PAGE>



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.


6-22-98                                            /s/  Nicholas Nadolsky
-------                                            --------------------------
Date                                                    Nicholas Nadolsky
                                                   Chairman of the Board/CEO


6-22-98                                            /s/  Dave Hendon
-------                                            --------------------------
Date                                                    Dave Hendon
                                                        Controller