U. S. Securities and Exchange Commission
                             Washington, D. C. 20549
                                 Second Amended
                                  Form 10-KSB/A
                             Dated November 22, 2005


(Mark One)

(X)  ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT OF
     1934 (Fee Required)

                   For the fiscal year ended November 30, 2004


(_)  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 (No Fee Required)

               For the transition period from ________ to ________
                          Commission file number 0-5109

                            MICROPAC INDUSTRIES, INC.

          DELAWARE                                               75-1225149
          --------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

905 E. WALNUT STREET                                                75040
GARLAND, TEXAS                                                   (Zip Code)

                    Issuer's telephone number (972) 272-3571

          Securities to be registered under Section 12 (b) of the Act:

Title of each class                    Name of each exchange on which registered

________________________________       _________________________________________

________________________________       _________________________________________


          Securities to be registered under Section 12 (g) of the Act:

                           COMMON STOCK $.10 par value
                           ---------------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act 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
                                                             ---   ---

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation S-K contained in this form, and no disclosure  will be contained,  to
the best of  registrant's  knowledge,  in any  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

Revenues for its most recent fiscal year: $15,356,000


Based on  approximately  22,544 shares publicly traded during November 2004, the
aggregate market value of the voting common stock held by  non-affiliates of the
registrant  (based on the  average of the bid and asked  prices  reported on the
Over-the-Counter  ("OTC")  Bulletin  Board  system  on  November  30,  2004  was
approximately  $2,660,000.  For purposes of such  calculation,  shares of Common
Stock held by each  executive  officer and  director and by each person who owns
more than 5% of the  outstanding  Common  Stock have been  excluded in that such
persons may be deemed to be affiliates.  This  determination of affiliate status
is not necessarily a conclusive determination for other purposes.


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of the issuer's only class of common equity, as
of the latest practicable date was 2,578,315 as of November 30, 2004.

                          DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  definitive Proxy Statement dated January 28, 2005
for the Annual Meeting of  Shareholders  to be held on March 4, 2005 (the "Proxy
Statement") are incorporated by reference into Part III of this Form 10-KSB.

<PAGE>

              EXPLANATORY NOTE TO AMENDMENT NO. 2 ON FORM 10-KSB/A

         This is  Amendment  No. 2 to the  Registrant's  annual  report  on Form
10-KSB for the year ended November 30, 2004, which was originally filed with the
Securities  and Exchange  Commission on January 31, 2005 as amended by Amendment
No. 1 filed with the Securities and Exchange Commission on August 22, 2005. This
Amendment No. 2 is being filed in response to comments provided by the SEC staff
in a Comment Letter dated November 9, 2005.

         Cover Page has been  revised to reflect the  aggregate  market value of
the voting common stock held by non-affiliates of the registrant.

         Item 8A, "Controls and Procedures" of the Form 10-KSB has been modified
or revised in this Amendment No. 2 to reflect  modifications  and/or  additional
information requested in the SEC Comment Letter.

         Item 14,  Exhibits  and  Reports  has been  modified or revised in this
Amendment No. 2 to reflect modifications and/or additional information requested
in the SEC Comment Letter.

         This Amendment No. 2 does not modify or update disclosures presented in
the original  Form 10-KSB,  except as required to reflect the  modifications  or
additional  information  in Item  8A,  "Controls  and  Procedures"  and Item 14,
Exhibits and Reports  requested  in the SEC Comment  Letter.  Accordingly,  this
Amendment No. 2 should be read in  conjunction  with the Company's  filings made
with the Securities and Exchange  Commission  subsequent to the original  filing
date of the Form 10-KSB,  including Amendment No. 1 to its Annual Report on Form
10-KSB for the year ended November 30, 2004 (which was filed with the Securities
and Exchange  Commission on January 31, 2005) to expand  disclosures,  add items
that were  incorporated by reference,  and add exhibits which was filed with the
Securities and Exchange Commission on August 22, 2005.

Item 8A. Controls and Procedures
--------------------------------

The Company maintains disclosure controls and procedures designed to ensure that
information  required to be  disclosed  in reports  filed  under the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within  the  specified  time  periods.  Disclosure  controls  are also
designed with the objective of ensuring that this information is accumulated and
communicated to our management,  including our chief executive officer and chief
financial officer,  as appropriate to allow timely decisions  regarding required
disclosure.  As of the end of the period  covered by this report,  the Company's
management,  including the Chief Executive Officer and Chief Financial  Officer,
evaluated the effectiveness of the Company's disclosure controls and procedures.
Based on the evaluation, which disclosed no significant deficiencies or material
weaknesses,  the Chief  Executive  Officer  and  Chief  Financial  Officer  each
concluded that the Company's disclosure controls and procedures are effective.

Item 14.  Exhibits and Reports on Form 8-K
------------------------------------------

(a)      Exhibits

         10.1     Document of Understanding  between Advanced Energy  Industries
                  and affiliates.

         10.2     Promissory Note

         10.3     Employment Agreement Of Chief Executive Officer

         10.4     Employment Agreement of Chief Financial Officer

         10.5     Employment Agreement of Chief Operating Officer

         10.7     Shareholder Agreement

         10.8     Ancillary Agreement dated February 19, 1987 by and between the
                  Company, the Hempels and the Proxy Holders

         10.10    Consent of Independent Third Party on Stock Purchase


<PAGE>

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                                MICROPAC INDUSTRIES, INC.



                                                By: /s/ Mark King
                                                   -----------------------------
                                                   Mark King, President
                                                   and Chief Executive Officer
                                                   (Principal Executive Officer)




                                                By: /s/ Patrick Cefalu
                                                   -----------------------------
                                                   Patrick Cefalu, CFO and
                                                   Principal Accounting Officer

Dated:  11/22/2005