U. S. Securities and Exchange Commission
                             Washington, D. C. 20549
                                   Form 10-KSB
                             Dated February 9, 2009


(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, 2008.


(    ) 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:  $20,060,000

On November 30, 2008, the aggregate market value of the voting common stock held
by  non-affiliates of the registrant (based on the closing price reported on the
Over-the-Counter  ("OTC")  Bulletin  Board  system  on  November  30,  2008  was
approximately  $2,586,000.  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 has 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, 2008.


                          DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  definitive Proxy Statement dated January 26, 2009
for the Annual Meeting of  Shareholders  to be held on March 6, 2009 (the "Proxy
Statement") are incorporated by reference into Part III of this Form 10-KSB.
<PAGE>


                                     PART I

Item 1. Description of Business

INTRODUCTION
------------

Micropac Industries, Inc. (the "Company"), a Delaware corporation,  manufactures
and distributes various types of hybrid  microelectronic  circuits,  solid state
relays,  power  operational  amplifiers,   and  optoelectronic   components  and
assemblies.  The  Company's  products are used as components in a broad range of
military,  space and industrial systems,  including aircraft instrumentation and
navigation systems,  power supplies,  electronic  controls,  computers,  medical
devices, and high-temperature (200o C) products.

The Company's  facilities  are certified and qualified by Defense  Supply Center
Columbus  (DSCC) to  MIL-PRF-38534  (class K-space  level);  MIL-PRF-19500  JANS
(space  level),  MIL-PRF-28750  (class K space  level) and is  certified  to ISO
9001-2002.   Micropac  is  a  NASA  core   supplier,   and  is   registered   to
AS9100-Aerospace Industry standard for supplier certification.

The business was started in 1963 as a sole proprietorship. On March 3, 1969, the
Company was incorporated  under the name of "Micropac  Industries,  Inc." in the
state of Delaware.  The stock was publicly held by 504  shareholders on November
30, 2008.


PRODUCTS AND TECHNOLOGIES
-------------------------

The Company's  products are either custom (being  application  specific circuits
designed  and  manufactured  to meet  the  particular  requirements  of a single
customer)  or  standard,   proprietary   components   such  as  catalog   items.
Custom-designed components are estimated to account for approximately 27% of the
Company's  sales for the fiscal year ended  November 30, 2008, and 38% in fiscal
2007;  standard components are estimated to account for approximately 73% of the
Company's  sales for the fiscal year ended November 30, 2008, and 62% for fiscal
2007.

Micropac Industries, Inc. provides microelectronic and optoelectronic components
and assemblies along with contract electronic  manufacturing services and offers
a wide range of products sold to the industrial,  medical,  military,  aerospace
and space markets.

The Company's  core  technology is the packaging and  interconnect  of miniature
electronic  components,  utilizing thick film and thin film substrates,  forming
microelectronics  circuits.  Other technologies include light emitting and light
sensitive  materials and products,  including  light emitting diodes and silicon
phototransistors   used  in  the  Company's   optoelectronic   components,   and
assemblies. The Company's basic products and technologies include:

     Custom design hybrid microelectronic circuits
     Solid state relays and power controllers
     Custom optoelectronic assemblies and components
     Optocouplers
     Light-emitting diodes
     Hall-Effect devices
     Displays
     Power operational amplifiers
     Fiber optic components and assemblies
     High temperature (200 C) products

Micropac's products are primarily sold to original equipment manufacturers (OEM)
who serve the following major markets:

     Military/Aerospace  - aircraft  instrumentation,  guidance and  navigations
     systems, control circuitry, power supplies, laser positioning
     Space - control circuitry, power monitoring and sensing
     Industrial - power control equipment, robotics
     Medical

The  Company  has  no  patents,  licenses,  franchises,   concessions,   royalty
agreements or labor contracts.  The Company's trademark "Mii" is registered with
the U.S. Patent and Trademark Office.

Sales of our products  internationally  are subject to  government  regulations,
including  export  control  regulations  of the U.S.  Department  of  State  and
Department  of Commerce.  Violation of these  regulations  by the company  could
result in monetary penalties and denial of export  privileges.  We are not aware
of any violations of export control regulations.

The  Company is not  currently  impacted  by export  restrictions  on  sensitive
technology.  Five  (5) of  the  Company's  principal  product  families  require
government approval.  Further, a significant portion of our business is military
<PAGE>

and is dependent on maintaining our facility  certifications  to  MIL-PRF-38534,
MIL-PRF-19500 and MIL-PRF-28750.  We expect to maintain these certifications and
qualifications;  however,  the loss of any of these  certifications would have a
significant impact on our business.

Government  regulations impose certain controls on chemicals used in electronics
and  semiconductor  manufacturing.  Micropac  has  obtained  all  the  necessary
environmental  permits, and routinely monitors and reports the wastewater stream
results  to the  local  governing  agency.  Micropac  is  classified  as a small
generator  of  hazardous  waste,  and the  annual  cost of  complying  with  the
regulations is minimal.

In  2008,  the  Company's   investment  in  technology   through   research  and
development,  which was expensed,  totals  approximately  $530,000  ($301,000 in
2007).  The  Company's  research  and  development  expenditures  were  directed
primarily toward long-term  specific customer  requirements,  some of which have
future potential as Micropac proprietary  products,  and product development and
improvement associated with the Company's space level and other high reliability
programs.

In addition to the  Company's  investment in research and  development,  various
customers paid the Company approximately  $241,000 in non-recurring  engineering
costs   associated   with  the  development  of  custom  products  for  specific
applications.

The  Company  provides  a one year  warranty  from the date of  shipment  to the
original  purchaser.  The  Company is  obligated  under this  warranty to either
replace  or repair  defective  goods or refund  the  purchase  price paid by the
buyer.

CUSTOMERS
---------

The Company's products are marketed  throughout the United States and in Western
Europe, through a direct technical sales staff, independent  representatives and
independent  stocking  distributors.  Approximately  23% of the sales for fiscal
year  2008  (17% in 2007)  were to  international  customers.  Sales to  Western
European   customers  are  made  by   independent   representatives   under  the
coordination of the Company's office in Bremen, Germany.

Sales  through the  Company's  distribution  channels  were  $4,008,000  in 2008
compared to $4,474,000 in 2007 or 20% and 24% of sales, respectively.

The  Company's  major  customers  include   contractors  to  the  United  States
government with fixed price  contracts.  Sales to these customers for Department
of  Defense  (DOD) and  National  Aeronautics  and Space  Administration  (NASA)
contracts  accounted for  approximately 68% of the Company's fiscal net sales in
2008 compared to 71% in 2007.

The Company's major customers are Lockheed  Martin,  Northrop  Grumman,  Boeing,
Raytheon, BAE, Schlumberger, Honeywell, Rockwell Int'l and NASA.

At any time a single customer may have a disproportionate and material impact on
the company's operations and profit and loss.

BACKLOG
-------

At November  30,  2008,  the Company had a backlog of unfilled  orders  totaling
approximately  $9,723,000  compared to approximately  $7,918,000 at November 30,
2007.  The Company  expects to complete  and ship most of its  November 30, 2008
backlog during fiscal 2009.

EMPLOYEES
---------

At November 30, 2008, the Company had 138 full-time  employees  (compared to 136
at November 30, 2007), of which 22 were executive and managerial  employees,  33
were   engineers   and   quality-control   personnel,   14  were   clerical  and
administrative  employees,  and  69  were  production  personnel.  None  of  the
Company's employees were covered by collective bargaining agreements.

The Company is an Equal  Opportunity  Employer.  It is the  Company's  policy to
recruit,  hire, train and promote personnel in all job classifications,  without
regard to race, religion,  color,  national origin, sex or age. Above and beyond
non-discrimination, we are committed to an Affirmative Action Program, dedicated
to the hiring,  training,  and advancement  within the Company of minority group
members, women, veterans, and handicapped individuals.

COMPETITION
-----------

The Company  competes  with two or more  companies  with  respect to each of its
major products,  including custom hybrid  microcircuits,  solid state relays and
power controllers, optocouplers,  light-emitting diodes, light sensitive silicon
phototransistors and diodes,  hall-effect devices,  displays,  power operational
amplifier,  custom optoelectronic components and assemblies.  These products and
technologies are sold into various markets, including military/aerospace, space,
industrial and medical.  Some of these  competitors  are larger and have greater
<PAGE>

capital   resources  than  the  Company.   Management   believes  the  Company's
competitive  position is favorable  with regard to our product  reliability  and
integrity,  past  performance,  customer  service  and  responsiveness,   timely
delivery and pricing;  however,  no assurance  can be given that the Company can
compete successfully in the future.

The  microcircuits  product line,  including custom  microcircuits,  solid state
relays,  power  operational  amplifiers and regulators  accounted for 44% of the
Company's business in 2008, and the  Optoelectronics  product line accounted for
56% of the Company's business in 2008, compared to 48% and 52% in 2007.

There  are  approximately  38  independent  hybrid  microcircuit   manufacturing
companies  who are  certified  to  supply  microcircuits  to  MIL-PRF-38534,  in
addition to OEM's,  who  manufacture  hybrid  microcircuits  for their  internal
needs. Micropac may compete with all of these for hybrid microcircuit  business.
Some  of the  Company's  primary  competitors  are  Teledyne  Industries,  Inc.,
Advanced Photonix, Honeywell, Avago, and International Rectifier.

SUPPLY CHAIN
------------

The parts and raw materials for the Company's  products are generally  available
from more than one  source.  Except for  certain  optoelectronic  products,  the
Company does not  manufacture the basic parts or materials used in production of
its  products.  From time to time,  the Company has  experienced  difficulty  in
obtaining  certain  materials  when needed.  The  Company's  inability to secure
materials for any reason could have adverse effects on the Company's  ability to
deliver  products  on a  timely  basis.  The  Company  uses  capacitors,  active
semiconductor  devices  (primarily  in chip form),  hermetic  packages,  ceramic
substrates, resistor inks, conductor pastes, precious metals and other materials
in its manufacturing  operations.  However,  the Company has not been materially
affected by such  shortages.  The Company's  delivery  commitments  to customers
allow for adequate lead times for production of the products including lead time
for order and receipt from the supply chain.

Some  of the  Company's  primary  suppliers  are  International  Rectifier,  NTK
Technologies,  Electrovac, Schott Glass, Micross Components,  Kyocera, Microsemi
and Aborn Electronics.

CAUTIONARY STATEMENTS - RISK FACTORS
------------------------------------

This Form 10-KSB 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.

Such  risks  and  uncertainties  include,  but are  not  limited  to  historical
volatility  and  cyclicality  of the  semiconductor  and  semiconductor  capital
equipment  markets that are subject to significant and often rapid increases and
decreases in demand. In addition, the Company produces silicon  phototransistors
and light  emitting diode die for use in certain  military,  standard and custom
products.  Fabrication  efforts sometimes may not result in successful  results,
limiting the  availability of these  components.  Competitors  offer  commercial
level  alternatives and our customers may purchase our competitors'  products if
the Company is not able to manufacture the products using these  technologies to
meet the customer demands.

The  Company  disclaims  any   responsibility  to  update  the   forward-looking
statements contained herein, except as may be required by law.

Majority shareholder ability to control the election of the Board of Directors

The  majority  shareholder  has the  ability  to  control  the  election  of the
Company's Board of Directors and elect  individuals who may be more  sympathetic
to such majority  shareholders'  desires and not necessarily  sympathetic to the
desires of  minority  shareholders  as to the  policies  and  directions  of the
Company.  However, the ability to control the election of the Board of Directors
does not modify the fiduciary  duties of the Board of Directors to represent the
interests of all shareholders

Availability of public share for purchase and sale

A small number of shares is available for public  purchase and sale. As a result
the company's reported share price may be subject to extreme fluctuations due in
part to the small number of shares traded at any time.

Pricing pressures from customers for reduction in selling prices

The Company continues to experience  pricing pressures from some of its original
equipment  manufacturer (OEM) customers.  In some cases, the Company's customers
request the review of pricing for possible  reduction in selling price on future
orders.  This  requires the Company to improve its  productivity  and to request
similar  price  reductions  from  its  supplier  chain.  If one or  both  of the
approaches  by the Company  does not succeed,  the Company  could be required to
reduce the selling price on future orders reducing the product gross margins and
<PAGE>

affecting the Company's net earnings in order to receive  future orders from the
customer. However, the Company has no agreement that requires a reduction in the
selling  price on any  current  customer  order.  All  contracts  are firm fixed
pricing.

Insurance coverage and exposure to substantial claims or liabilities

The Company operates manufacturing facilities in Garland, Texas and subcontracts
portions  of the Company  manufacturing  to a contract  manufacturer  in Juarez,
Mexico.  These  facilities  use  industrial  machines and  chemicals  that could
provide risks of personal injury and/or property  damage.  There is no assurance
that  accidents  will not occur.  If  accidents do occur,  the Company  could be
exposed to  substantial  liability.  The Company has no liability for the Mexico
operations.  The Company maintains worker's  compensation  insurance and general
liability  insurance for  protection of its employees and for  protection of the
Company's assets in Garland, Texas. In addition to the basic policies mentioned,
the Company  maintains an umbrella  insurance  policy.  The Company  reviews all
insurance coverage on an annual basis, and makes any necessary adjustments based
on risk assessment and changes in its business.  In the opinion of the Company's
management,  and its'  insurance  advisors,  the Company is adequately  insured;
however, the Company's financial position could be materially affected by claims
not covered or exceeding coverage currently carried by the Company.

The  Company is  subject to  numerous  environmental  regulations  or changes in
government policy

The  Company is  subject  to  governmental  regulations  pertaining  to the use,
storage,  handling and disposal of hazardous  substances used in connection with
its manufacturing  activities.  Failure of the Company to control all activities
dealing  with  hazardous  chemicals  could  subject the  Company to  significant
liabilities or could cause the Company to cease its manufacturing activities.

The Company could be adversely  affected by changes in laws and regulations made
by U.S. and non U.S.  governments and agencies  dealing with foreign  shipments.
Changes by regulatory  agencies dealing with  environmental  issues could affect
the cost of the  Company's  products and make it hard for a small  company to be
competitive with larger companies.

Product liability claims

The use of the Company's  products in commercial or government  applications may
subject the Company to product  liability  claims.  Although the Company has not
experienced any product  liability  claims,  the sale of any product may provide
risk of such claims.  Product liability claims brought against the Company could
have a material adverse effect on the Company's  operating results and financial
condition.

Component  shortages or  obsolescence  from  suppliers  could affect  ability to
manufacture or delay shipments of products

The Company relies on suppliers to deliver quality raw materials in a timely and
cost  effective  manner.  Most of the  materials  and  components  are generally
available  from  multiple  sources;  however,  from time to time  vendors do not
deliver  the  product  as needed due to  manufacturing  problems  or  possibly a
decision not to furnish that product in the future.  Such interruption of supply
or price  increases  could  have a  material  adverse  effect  on the  Company's
operation;  however,  the  Company  is  not  currently  materially  impacted  by
materials shortages.

The ability to develop new products and technologies used in the military, space
or aerospace markets

The Company's  base products and  technologies  generally have long life cycles.
The  Company's  products  are  primarily  used in  military,  space or aerospace
applications,  which also have long life cycles.  There can be no assurance that
the  Company  will be able to  define,  develop  and  market  new  products  and
technologies  on a timely  and cost  effective  basis.  Failure  to  respond  to
customer's  requirements and to competitors'  progress in technological  changes
could have a material adverse effect on the Company's business.

General economic downturn or the current credit crisis

The Company  cannot assure you that our business will not be adversely  affected
as a result of an industry or general  economic  downturn or the current  credit
crisis.  If the  Company's  supply  chain is  adversely  affected by the current
credit  crisis or economic  downturn,  resulting in the  Company's  inability to
secure materials could have adverse effects on the Company's  ability to deliver
products on a timely basis.

Item 2. Properties
------------------

The  Company  occupies   approximately  36,000  square  feet  of  manufacturing,
engineering and office space in Garland,  Texas.  The Company owns 31,200 square
feet of that space and leases an  additional  4,800  square  feet.  The  Company
considers its facilities adequate for its current level of operations.

The Company also  subcontracts  some  manufacturing  to Inmobiliaria San Jose De
Ciuddad Juarez S.A. DE C.V, a maquila contract  manufacturer in Juarez,  Mexico.
The Company owns all equipment and inventory  with  temporary  importation  into
Mexico under the maquila rules of Mexico.  The Company does not lease or own any
real property in Mexico.
<PAGE>

The  Company  employs an  International  Sales  Manager in Bremen,  Germany  who
coordinates   sales  to  Western   European   customers   made  by   independent
representatives.  The sales manager maintains an office in a private  residence.
The Company  does not lease or own any real  property  in Germany,  or any other
foreign country.

Item 3. Legal Proceedings
-------------------------

The  Company  is  not  involved  in  any  material   current  or  pending  legal
proceedings.


Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

No matters were submitted to vote of the Company's  security holders through the
solicitation  of proxies by the Company  during the fourth quarter of the fiscal
year ended November 30, 2008.


<PAGE>
                                     PART II

Item 5 Market for the Registrant's Common Equity and Related Stockholder Matters
--------------------------------------------------------------------------------

On November 30, 2008, there were approximately 504 shareholders of record of the
Company's  common  stock.  The  stock  of the  Company  is  closely  held;  and,
therefore,  certain  shareholders  have the ability to  significantly  influence
decisions. Our common stock is quoted on the OTC Bulletin Board under the symbol
"MPAD.OB". The following sets forth the high and low bid prices for each quarter
during the last two fiscal years:

                                                        High                Low
 Fiscal Year Ended November 30, 2008
      Fourth Quarter                                    $7.30             $2.25
      Third Quarter                                     $8.00             $5.66
      Second Quarter                                    $7.05             $5.66
      First Quarter                                     $7.30             $6.30

  Fiscal Year Ended November 30, 2007
      Fourth Quarter                                    $7.37             $6.55
      Third Quarter                                     $7.00             $5.75
      Second Quarter                                    $6.40             $5.75
      First Quarter                                     $6.10             $5.35


During the three (3) month period ended November 30, 2008,  approximately 15,393
shares  of  the   Company's   common  stock  were   reportedly   traded  in  the
over-the-counter  market at a reported  price range of $4.20 to $7.30 per share.
For the two (2) year period  ending  November  30, 2008,  approximately  198,156
shares  of  the   Company's   common  stock  were   reportedly   traded  in  the
over-the-counter  market  at  prices  ranging  from a low of  $4.20 to a high of
$7.37.  Due to this  average  monthly  volume of  approximately  8,257 shares of
common stock being  publicly  bought and sold during this two year  period,  the
Company does not believe this share trading  volume  represents the market value
of the Company's common stock held by non-affiliates.

Our stock prices  quoted on the OTC Bulletin  Board  represent  over-the-counter
market  quotations and reflect  inter-dealer  prices,  without  retail  mark-up,
mark-down or commission and may not represent actual transactions.

On December  19,  2007,  the Board of  Directors  of Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on January 25, 2008. The dividend  payment was paid to  shareholders on February
8, 2008.

On January 12, 2009 the Board of Directors of Micropac Industries, Inc. approved
the payment of a special  dividend of $0.10 per share for shareholders of record
as of January 26, 2009. It is anticipated that this dividend will be paid to the
Company's shareholders on or about February 09, 2009.

There are no plans to make the dividend permanent.


Item 6. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

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

The  Company  currently  has an  existing  line of credit  with a Texas  banking
institution.  The line of  credit  agreement  provides  the  Company  with up to
$3,000,000  for  normal  operation  of the  Company.  The  interest  rate on any
borrowings  against this credit  agreement is equal to the prime rate less 1/4%.
The line of credit requires the Company to maintain  certain  financial  ratios,
including  quick  ratio  of at least  1:1,  maintain  a  tangible  net  worth of
$10,000,000   plus  75%  of   future   net   income,   and   maintain   a  total
liabilities-to-tangible-net-worth  of  less  than  1.25:1.  The  Company  is  in
compliance  with these  covenants.  To date, the Company has not used any of the
available line of credit.  The Company expects to continue to generate  adequate
amounts  of cash to meet its  liquidity  needs  from the  sale of  products  and
services and the collection thereof.

The Company  realized  $775,000 net in cash flows from  operations in 2008. Cash
influx came primarily from the  combination of net income  totaling  $1,918,000,
recovery  of  depreciation  totaling  $251,000,   increase  in  payroll  related
liabilities  of $87,000,  decrease in net  deferred  tax assets of $8,000 and an
increase  in accounts  payables of  $561,000.  This was  partially  offset by an
increase  of accounts  receivables  of  $828,000,  increase  of  inventories  of
$1,021,000,  decrease in income tax liabilities of $141,000, increase in prepaid
expenses of $54,000,  gain on the sale of  equipment of $3,000 and a decrease in
other accrued liabilities of $3,000.
<PAGE>
<TABLE>
<CAPTION>
The Company used $419,000 in cash for  investment  in  additional  manufacturing
equipment,  computers and facility  improvements in 2008 compared to $287,000 in
2007.

On December  22,  2006,  the Board of  Directors  of Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on January 26, 2007. The dividend  payment was paid to  shareholders on February
9, 2007.

On December  19,  2007,  the Board of  Directors  of Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on January 25, 2008. The dividend  payment was paid to  shareholders on February
8, 2008.

As of November 30, 2008, the Company had $6,552,000 in cash and cash equivalents
compared to $4,394,000 in cash and cash equivalents and $2,021,000 in short term
investments on November 30, 2007. The Company held no short term  investments at
November 30, 2008.

Company management believes it will meet its 2009 capital  requirements  through
the use of cash  derived  from  operations  for the  year  and/or  usage  of the
Company's  cash and cash  equivelants.  There  were no  significant  outstanding
commitments for equipment purchases or improvements at November 30, 2008.


Results of Operations 2008 vs. 2007
-----------------------------------

                                                   Three Months Ended                Twelve Months Ended
                                               11/30/08         11/30/07         11/30/08         11/30/07
<S>                                                                                               <C>

Net Sales                                        100.0%           100.0%           100.0%           100.0%

Cost of sales                                     64.8%            68.3%            66.6%            68.1%
R & D                                              3.4%             1.4%             2.6%             1.6%
S, G, & A                                         15.8%            17.4%            17.0%            17.7%
  Total Cost & Expenses                           84.0%            87.1%            86.2%            87.4%

Operating Income                                  16.0%            12.9%            13.8%            12.6%

Other and Interest Income                          .95%             1.7%              .9%             1.2%

Income Before Income Taxes                        16.9%            14.6%            14.7%            13.8%

Provision for taxes                                5.9%             4.9%             5.1%             5.1%

Net Income                                        11.0%             9.6%             9.6%             8.7%

</TABLE>

Sales in 2008 were approximately $20,060,000,  an increase of 8.3% or $1,536,000
compared to 2007 sales.  The increase in sales is primarily  attributable  to an
increase in space level product sales to various  customers and  optocouplers to
an international customer.

The Company's  management  expects sales and profits to be stable in 2009, based
on the  current  backlog of  optoelectronics  products,  certain  space  product
contracts, and requirements for microcircuits.

New orders for fiscal year 2008 total  $21,857,000  compared to $17,002,000  for
fiscal 2007.  Approximately  $12,768,000 of the new orders received in 2008 were
delivered to  customers  in 2008,  along with  approximately  $7,284,000  of the
Company's $7,918,000 backlog of orders at November 30, 2007.

The Company's  backlog as of November 30, 2008,  was  approximately  $9,723,000,
compared to approximately $7,918,000 on November 30, 2007.

Custom-designed components are estimated to account for approximately 27% of the
Company's  sales for the fiscal year ended  November 30, 2008, and 38% in fiscal
2007;  standard components are estimated to account for approximately 73% of the
Company's  sales for the fiscal year ended November 30, 2008, and 62% for fiscal
2007.

Approximately  23% of the sales  for  fiscal  year  2008  (17% in 2007)  were to
international  customers.  Sales  to  Western  European  customers  are  made by
independent  representatives  under the  coordination of the Company's office in
Bremen, Germany.
<PAGE>

Sales  through the  Company's  distribution  channels  were  $4,008,000  in 2008
compared to $4,474,000 in 2007 or 20% and 24% of sales, respectively.

The  Company's  major  customers  include   contractors  to  the  United  States
government with fixed price  contracts.  Sales to these customers for Department
of  Defense  (DOD) and  National  Aeronautics  and Space  Administration  (NASA)
contracts  accounted for  approximately 68% of the Company's fiscal net sales in
2008 compared to 71% in 2007.

Cost of sales, as a percentage of net sales, was 66.6% in 2008 compared to 68.1%
in 2007. The decrease of 1.5% is  attributable  to higher  material cost for the
space level products  offset by stable fixed  operating  expense on higher sales
volume. In actual dollars, cost of sales increased $744,000 for 2008 versus 2007

Expenses  for  research  and  development  total  $530,000  in 2008  compared to
$301,000  in  2007.  Most  of  the  research  and   development   expenses  were
concentrated  on expanding the company's line of solid state power  controllers,
multi segment  displays;  and continued  investments in enhancing  manufacturing
processes to improve the Company's competitive position.

Selling,  general, and administrative expenses total 17.0% of net sales in 2008,
compared to 17.7% in 2007, based on higher sales. In dollars expensed,  selling,
general and  administrative  expenses  totaled  $3,410,000  in 2008  compared to
$3,278,000 in 2007, an increase of $132,000.

Interest and other income for fiscal 2008 totaled $182,000  compared to $226,000
for  fiscal  2007.  The  decrease  is  related  to lower  interest  rates on the
Company's investments and cash and cash equivalents.

Income before taxes for fiscal 2008 was approximately $2,948,000 or 14.7% of net
sales, compared to $2,561,000 or 13.8% of net sales in fiscal 2007.

Provisions for income tax for fiscal 2008 total $1,030,000  compared to $942,000
for fiscal 2007.  The  Company's  effective  income tax rate is 35% for the year
ended  November 30, 2008,  compared to 38% for the year ended November 30, 2007.
Our effective  income tax rate in 2008 was decreased  compared to 2007 primarily
due to the  changes in the Texas  Franchise  Tax and the  Section  199  domestic
federal tax deduction.  Management believes it will meet its future tax payments
through the use of cash derived from and/or usage of the Company's cash and cash
equivalents.

Net income after taxes  totaled  approximately  $1,918,000  or $.74 per share in
2008 versus 2007 net income of  $1,619,000  or $.63 per share.  Net income after
taxes increased $299,000 in 2008 compared to 2007.

New Accounting Standards
------------------------

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".  The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value  measurements.  SFAS 157
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value measurements.  SFAS 157 applies under other accounting pronouncements that
require or permit  fair value  measurements  and does not  require  any new fair
value measurements.  The provisions of SFAS No. 157 are effective for fair value
measurements  made in fiscal  years  beginning  after  November  15,  2007.  The
adoption  of this  statement  did not have a  material  effect on the  Company's
future reported financial position or results of operations.

In February 2007, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -
Including an Amendment  of FASB  Statement  No.  115".  This  statement  permits
entities to choose to measure many financial instruments and certain other items
at fair  value.  Most of the  provisions  of SFAS No. 159 apply only to entities
that  elect the fair  value  option.  However,  the  amendment  to SFAS No.  115
"Accounting for Certain  Investments in Debt and Equity  Securities"  applies to
all entities with  available-for-sale  and trading  securities.  SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007.  Early  adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value Measurements".  The adoption
of this  statement  did not have a material  effect on the  Company's  financial
statements.

In June 2007,  the Emerging  Issues Task Force of the FASB issued EITF Issue No.
07-3,  Accounting for Nonrefundable Advance Payments for Goods or Services to be
Used in Future  Research  and  Development  Activities,  ("EITF  07-3") which is
effective for fiscal years beginning after December 15, 2007. EITF 07-3 requires
that  nonrefundable   advance  payments  for  future  research  and  development
activities  be deferred and  capitalized.  Such amounts will be recognized as an
expense as the goods are delivered or the related  services are  performed.  The
Company does not expect the  adoption of EITF 07-3 to have a material  impact on
the financial results of the Company.

The  Financial   Accounting  Standards  Board  has  issued  statement  No.  160,
Non-controlling  Interests in Consolidated Financial Statements.  This statement
changes  the  way  the   consolidated   income   statement  is  presented   when
non-controlling interests are present. It requires consolidated net income to be
reported at amounts that include the amounts attributable to both the parent and
<PAGE>

the non-controlling interest, and is effective for periods beginning on or after
December  15,  2008.  Management  does not expect this  pronouncement  to have a
significant impact on the financial statements of the Company.

The  Financial  Accounting  Standards  Board has issued  Statement  No. 141 (R),
Business  Combinations.  This statement retains the fundamental  requirements in
Statement No. 141 that the acquisition method of accounting (which Statement No.
141  called  the  purchase  method) be used,  and  applies  to the all  business
entities, including mutual entities that previously used the pooling of interest
method of accounting for some business combinations.  The statement is effective
for  transactions  within  the annual  reporting  period  beginning  on or after
December  15,  2008.  Management  does not expect this  pronouncement  to have a
significant impact on the financial statements of the Company.

Item 7. Financial Statements
----------------------------

The  financial  statements  listed  below  appear on pages 18 through 26 of this
Report.  The Company is not required to furnish the Supplementary  Data required
by Item 302 of Regulation S-K.

       Page No.

          17             Report of Independent Registered Public Accounting Firm

          18             Balance Sheets as of
                         November 30, 2008 and 2007


          19             Statements of Income for the years ended
                         November 30, 2008 and 2007


          20             Statements of Shareholders' Equity for the years
                         ended November 30, 2008 and 2007

          21             Statements of Cash Flows for the years ended
                         November 30, 2008 and 2007

         22-26           Notes to Financial Statements for the years ended
                         November 30, 2008 and 2007

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
Financial Disclosure
--------------------

None

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.

<PAGE>
<TABLE>
<CAPTION>
                                    PART III

In accordance  with General  Instruction  G(3) of Form 10-KSB,  the  information
required by this Part III is incorporated  by reference to Micropac  Industries,
Inc.'s  definitive  proxy  statement  relating  to its 2009  Annual  Meeting  of
Stockholders,  as set forth below.  The 2009 Proxy  Statement will be filed with
the Securities and Exchange Commission on or about February 9, 2009.


Item 9.  Directors & Executive Officers of The Registrant

The  information  set  forth in the 2009  Proxy  Statement  under  the  headings
"Election of  Directors",  and  "Principal  Stockholders  and  Stockholdings  of
Management", is incorporated herein by reference.


                                                        Position(s) With
Name                                Age                 the Company                              Director Since
-----                               ---                 -----------                              ----------------
<S>                                                                                              <C>
H. Kent Hearn                       72               Director and Member of Audit
                                                     Committee                                   February 1983

Heinz-Werner Hempel                 80               Director and Member of Audit
                                                     Committee                                   February 1997

Mark King                           54               CEO, President and
                                                     Member of Audit Committee
                                                     And Board of Directors                      November 2005

James K. Murphey                    66               Member of Audit Committee
                                                     And Board of Directors and Secretary        March 1990

Eugene Robinson                     69               Director, and
                                                     Member of Audit Committee                   October 2008

Connie Wood                         69               Director, and
                                                     Member of Audit Committee                   February 2002
</TABLE>

Mr.  Hearn is retired.  Mr.  Hearn was  formerly  employed as a  stockbroker  by
Milkie/Ferguson Investments, Inc.

Mr. Hempel is the Chief Operating Officer of Hanseatische Waren-Gesellschaft MBH
& Co, KG, Bremen Germany.

Mr. King is the current  President and Chief Executive of the Company.  Prior to
November 2002, Mr. King was the President and Chief  Operating  Officer of Lucas
Benning Power Electronics. Mr. King jointed the Company in November of 2002, and
was elected Chief Executive Officer, President and Director in October 2005.

Mr. Murphey is an attorney and member of the law firm Glast,  Phillips & Murray,
P.C. in Dallas, Texas. Glast, Phillips & Murray, P.C. serves as legal counsel to
the Company.

Mr. Robinson has 35 years of experience in the electronics  industry,  including
26 years with Texas  Instruments,  Inc. and later Raytheon through  acquisition.
During the past 10 years, Mr. Robinson has been actively engaged consulting with
numerous high technology organizations. He has served on several advisory boards
for high technology companies and universities.

Mrs. Wood served as the Company's Chief  Executive  Officer and President of the
Company until her retirement in January 2006.

The Board of  Directors  held  four (4) board  meetings  during  the year  ended
November 2008.  Directors  received a fee of $1,500.00 for each meeting attended
during the year ended  November  2008.  Beginning on December 1, 2005, the Board
agreed to pay an annual  retainer  of $10,000 to Mr.  Hearn and Mrs.  Wood.  Mr.
Eugene  Robinson will be paid the annual  retainer of $10,000.  Mr. King did not
receive any payments for attending meetings of the Board of Directors. Ms. Wood,
Mr. Hearn and Mr. Murphey attended all of the meetings.  Mr. Hempel attended two
(2) of the meetings.

The Audit  Committee  held four (4) meetings  during the year ended November 30,
2008.  Members of the Audit Committee received a fee of $750.00 for each meeting
attended  during the year ended  November  2008.  Mr.  King did not  receive any
payments for  attending  meetings of the Audit  Committee.  Mrs. Wood and Messrs
Murphey and Hearn attended all of the meetings.  Mr. Hempel  attended one (1) of
the meetings.
<PAGE>
<TABLE>
<CAPTION>

With the exception of Mr. Hearn and Mr. Robinson, members of the Audit Committee
are not  considered  as  independent  members  under  applicable  United  States
statutes.

The Board of Directors  does not have  nominating or  compensation  committee or
committees performing similar functions.  The Board of Directors formed an audit
committee on May 13, 2002. The members of the Audit Committee have a Charter.

The Audit Committee has discussed with  management and the independent  auditors
the quality and adequacy of the Company's internal controls. The Audit Committee
has considered and reviewed with the independent auditors their audit plans, the
scope of the audit, and the  identification  of audit risks. The Audit Committee
has reviewed and discussed the audited financial  statements with management and
has discussed such financial statements with the independent auditors.

The Audit Committee has received the written disclosures and the report from the
independent  accountants  required by the applicable  requirements of the Public
Company  Accounting  Oversight  Board  regarding  the  independent  accountants'
communications  with  the  Audit  Committee  concerning   independence  and  has
discussed   with  the   independent   accountant   the   independent   accounts'
independence. Based upon the review and discussions referred to above, the Audit
Committee  recommended  to the Board of  Directors  that the  audited  financial
statements  be  included  in the  Company's  annual  report on Form 10-K for the
fiscal year ended November 30, 2008, for filing with the Securities and Exchange
Commission.

Management  has the  responsibility  for the  preparation  and  integrity of the
Company's   financial   statements  and  the   independent   auditors  have  the
responsibility  for the examination of those  statements.  It is not the duty of
the Audit Committee to conduct audits to determine that the Company's  financial
statements  are  complete and accurate  and are in  accordance  with  accounting
principles  generally  accepted  in the United  States.  Those  responsibilities
belong to management of the Company.  In giving its  recommendations,  the Audit
Committee  considered  (a)  management's   representation  that  such  financial
statements  have been prepared with integrity and  objectivity and in conformity
with accounting  principles generally accepted in the United States, and (b) the
report of the  Company's  independent  auditors  with respect to such  financial
statements.

The Company has adopted a code of ethics  that  applies to the  Company's  chief
executive officer and principal financial officer.

Item 10.  Executive Compensation

The  information  set  forth in the  2009  Proxy  Statement  under  the  heading
"Management Remuneration and Transactions", is incorporated herein by reference.

The following  table shows as of November 30, 2008, all cash  compensation  paid
to, or accrued and vested for the account of Mr. Mark King,  President and Chief
Executive  Officer and Mr. Patrick  Cefalu,  Vice President and Chief  Financial
Officer. Mr. King and Mr. Cefalu received no non-cash compensation during 2008.

The company does not have any equity compensation plans.

                                                 Annual Compensation
                                                 -------------------
                                                                                Other
Name and                                           Annual                       Annual             All Other
Principal Position                  Year           Salary         Bonus      Compensation        Compensation
                                                                                                     (a)
==============================================================================================================
<S>                                                                                               <C>
Mark King,                          2008         $239,250        $21,800        -0-               $15,031
President and                       2007         $232,641        $20,000        -0-               $25,452
Chief Executive Officer (1)         2006         $220,318        $29,500        -0-               $15,981

Patrick Cefalu,                     2008         $133,208        $21,800        -0-               $ 6,118
Vice President and                  2007         $123,161        $20,000        -0-               $11,978
Chief Financial Officer             2006         $114,468        $29,500        -0-               $ 6,736

</TABLE>

 (a) Reflects amounts contributed by Micropac Industries, Inc., under Micropac's
401(k) profit sharing plan;  unused vacation pay; and  reimbursement for medical
expenses under Micropac's Family Medical Reimbursement Plan.

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

(1)  Effective  November  2005,  Mr. King's  existing  employment  agreement was
     revised  to  provide:  (1)  that Mr.  King  would  serve  as the  Company's
     President  and  Chief  Executive  Officer,  and a  member  on the  Board of
     Directors  and Audit  Committee  at a base salary of $186,400 for a term of
     three (3) years.  In December  2005,  the Company and Mr. King  amended his
     employment agreement to increase his annual base salary to $225,000.
<PAGE>

Amount included in all other compensation relating to employee benefit plans
----------------------------------------------------------------------------

The Company maintains a Family Medical Reimbursement Plan for the benefit of its
executive  officers  and their  dependents.  The Plan is funded  through a group
insurance policy issued by an independent carrier and provides for reimbursement
of 100% of all bona fide  medical  and dental  expenses  that are not covered by
other medical  insurance plans.  During the fiscal year ended November 30, 2008,
Mr. King received  $1,530.99 and Mr. Cefalu received $6,118.67 which amounts are
included  in  the  "All  Other  Compensation"  column  shown  in  the  preceding
remuneration table.

In July 1984,  the Company  adopted a Salary  Reduction Plan pursuant to Section
401(k) of the Internal  Revenue Code.  The Plan's  benefits are available to all
Company  employees who are at least 18 years of age and have  completed at least
six months of service to the Company as of the  beginning  of a Plan year.  Plan
participants  may elect to defer up to 15% of their total  compensation as their
contributions,  subject to the  maximum  allowed by the  Internal  Revenue  code
401(k),  and the Company  matches their  contributions  up to a maximum of 6% of
their total  compensation.  A  participant's  benefits vest to the extent of 20%
after two years of eligible  service and become  fully  vested at the end of six
years.  During the  fiscal  year ended  November  30,  2008,  the  Company  made
contributions to the Plan for Mr. King in the amount of $13,449.98 which amounts
are  included  in the "All Other  Compensation"  column  shown in the  preceding
remuneration table.

Employment  agreements of the Company's  officers provide that they may elect to
carry over any unused  vacation time to  subsequent  periods or elect to be paid
for such unused  vacation time. In 2008, Mr. King and Mr. Cefalu did not receive
any unused  vacation  which is included in the "All Other  Compensation"  column
shown in the preceding remuneration table

On January 15,  2001,  the Board of Directors  adopted the Micropac  Industries,
Inc.  2001  Employee  Stock Option Plan.  To date,  no options have been granted
under the Plan.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The  information  set  forth in the  2009  Proxy  Statement  under  the  heading
"Principal  Stockholders and Stockholdings of Management" is incorporated herein
by reference.

The following  table shows the number and  percentage of shares of the Company's
common stock  beneficially  owned (a) by each person known by the Company to own
5% or more of the  outstanding  common stock,  (b) by each director and nominee,
and (c) by all present officers and directors as a group.

Name and Address                        Number of Shares             Percent
of Beneficial Owner                    Beneficially Owned            of Class(1)
-------------------                    ------------------            -----------
Patrick Cefalu                                   0                        0%
8706 Arborside
Richardson, Texas 75089

Heinz-Werner Hempel (2) (3) (4)          1,952,577                     75.7%
Hanseatische Waren-Gesellschaft
MBH & Co., KG
Am Wall 127
28195 Bremen 1 Germany

H. Kent Hearn (3)                            3,500             Less than .2%
1409 Briar Hollow
Garland, Texas 75043

Mark King (3)                                  500             Less than .1%
2905 Wyndham Ln.
Richardson, TX 75082

James K. Murphey (3)                             0                        0%
2290 One Galleria Tower
13355 Noel Road, L.B.75
Dallas, Texas 75240

Eugene Robinson (3)                              0                        0%
1200 Lake Pointe Circle
McKinney, Texas 75070
<PAGE>

Connie Wood (3)                              6,000             Less than .2%
877 FM 2948
Como, Texas 75431

All officers and directors               1,962,077                     76.1%
  as a group (7 Persons)
-----------------------

(1)  Calculated on the basis of the 2,578,315  outstanding shares.  There are no
     options, warrants, or convertible securities outstanding.

(2)  The  Company  and Mr.  Heinz-Werner  Hempel  are  parties  to an  Ancillary
     Agreement  entered into in March 1987.  The Ancillary  Agreement  primarily
     obligates the Company to register Mr.  Hempel's stock and allows Mr. Hempel
     to participate in any sale of stock by the Company.

(3)  A director of the Company.  Each incumbent  director has been nominated for
     reelection at the Annual Meeting.

((4)) Effective  October 10, 2007, Mr. Hempel  transferred  all of the shares of
     the Company's common stock owned by him and consisting of 1,952,577 shares,
     to a partnership  organized under the laws of Germany.  This partnership is
     composed of Mr. Hempel, his son and his daughter.  As the consideration for
     this transfer,  Mr. Hempel received a 99.98% share in this  partnership and
     received the sole voting and management control.  His son and daughter each
     own a 0.01% ownership interest in this partnership.

Item 12. Certain Relationships and Related Transactions
-------------------------------------------------------

The  information  set  forth in the  2008  Proxy  Statement  under  the  heading
"Management Remuneration and Transactions" is incorporated herein by reference.

The Company leases a building from the Company's former Chairman of the Board of
Directors.  Since 1980, the Company has leased a 4,800 square-foot building from
Mr.  Nadolsky which is used primarily for  manufacturing.  The lease  originally
provided for a monthly  rental of $1,900 (an amount  based upon a January  1984,
independent  appraisal  of the  building's  value)  and was to have  expired  on
January 1, 1987.  Since 1987,  the Company has  extended  the term of this lease
from time to time.  The rental paid to Mr.  Nadolsky  pursuant to this lease was
$44,034 for the fiscal year ended  November 30, 2008.  The lease was renewed for
three (3) years,  July 2007 to June 2010 at the same rental rate provided for in
the  previous  lease  subject to increase  based upon  increases in the Consumer
Price Index.

Item 13. Principal Accountant Fees and Services
-----------------------------------------------

The  information  set  forth in the  2009  Proxy  Statement  under  the  heading
"Independent  Public  Accountants"  and "Audit Fees" is  incorporated  herein by
reference.

KPMG  LLP was  selected  as the  independent  accountants  in 2002  and has been
responsible  for the  Company's  financial  audit  for the  fiscal  years  ended
November 30, 2002 through November 30, 2008.

Management  anticipates that a  representative  from KPMG LLP will be present at
the Annual  Meeting and will be given the  opportunity to make a statement if he
or she desires to do so. It is also anticipated that such representative will be
available to respond to appropriate questions from stockholders.

                                   AUDIT FEES

KPMG LLP fees for professional services for the audit of the Company's financial
statements for 2008 and the review of the interim financial  statements included
in the Quarterly Reports was $108,500.

                                    TAX FEES

In  addition  to the audit  fees,  KPMG LLP fees for tax  advisory  and 2007 tax
return preparation services were $32,500.
<PAGE>

                                 ALL OTHER FEES

KPMG LLP did not provide any other services.

The Audit  Committee  requests  that KPMG,  LLP provide the  committee  with the
anticipated  charges of all accounting and tax related  services to be performed
by KPMG,  LLP in  advance  of  performing  such  services.  The Audit  Committee
approves all KPMG, LLP tax return  preparation in advance of the  performance of
such services.

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

(a)      Exhibits


          31.1 Certification of Chief Executive  Officer pursuant to Section 302
               of the Sarbanes- Oxley Act of 2002

          31.2 Certification of Chief Accounting Officer pursuant to Section 302
               of the Sarbanes- Oxley Act of 2002

          32.1 Certification  of Chief Executive  Officer  pursuant to 18 U.S.C.
               section  1350,  as  adopted   pursuant  to  section  906  of  the
               Sarbanes-Oxley act of 2002.

          32.2 Certification of Chief Accounting Officer pursuant to 18 U. S. C.
               section  1350,  as  adopted   pursuant  to  section  906  of  the
               Sarbanes-Oxley act of 2002.


(b) Form 8K -

          On December 22, 2006,  the Board of Directors of Micropac  Industries,
          Inc.  approved  the  payment  of a  $.10  per  share  dividend  to all
          shareholders  of record on January 26, 2007. The dividend  payment was
          paid to shareholders on February 9, 2007.

          Effective October 10, 2007, the Company's  majority  shareholder,  Mr.
          Heinz-Werner  Hempel,  transferred  all of the shares of the Company's
          common stock,  $.10 par value and  consisting  of 1,952.577  shares to
          Micropac    Industries,     Inc.     Vermoegensverwaltungsgesellschaft
          buergerlichen  Rechts. This Partnership is composed of Mr. Hempel, his
          son and his daughter.  As the  consideration  for this  transfer,  Mr.
          Hempel  received a 99.98%  share in this  partnership  and retains the
          sole voting and  management  control.  His son and  daughter  each own
          0.01% in this Partnership.

          On December 19, 2007,  the Board of Directors of Micropac  Industries,
          Inc.  approved  the  payment  of a  $.10  per  share  dividend  to all
          shareholders  of record on January 25, 2008. The dividend  payment was
          paid to shareholders on February 8, 2008.

          On January 23, 2008,  Mr.  Nadolsky  announced his plan not to run for
          re-election  as a  Director  and  Chairman  of the  Board of  Micropac
          Industries,  Inc. (the "Company") due to health reasons.  Mr. Nadolsky
          continued  to serve  in such  positions  until  the  Company's  Annual
          Shareholder Meeting held on March 7, 2008.


          On October 15,  2008,  the Board of  Directors  elected Mr.  Eugene A.
          Robinson, 69, as a director to the board.
<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:  02/06/2009

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated on 02/06/2009.



/s/ Connie Wood                             /s/ Kent Hearn
-----------------------------------        ------------------------------------
     Connie Wood, Director                 H. Kent Hearn, Director


/s/ James Murphey                          /s/ Heinz Werner Hempel
-----------------------------------        ------------------------------------
     James K. Murphey, Director            Heinz-Werner Hempel, Director


/s/ Eugene Robinson                        /s/ Mark King
-----------------------------------        ------------------------------------
    Eugene Robinson, Director              Mark King, Director


<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Micropac Industries, Inc.:

We have audited the accompanying balance sheets of Micropac Industries,  Inc. as
of  November  30,  2008  and  2007,  and  the  related   statements  of  income,
shareholders'  equity,  and cash flows for the years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Micropac Industries, Inc. as of
November 30, 2008 and 2007, and the results of its operations and its cash flows
for the years then ended in conformity with U.S. generally  accepted  accounting
principles.




KPMG LLP

Dallas, Texas,
February 9, 2009

<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                            -------------------------
                                 BALANCE SHEETS
                                 --------------
                           NOVEMBER 30, 2008 AND 2007
                           --------------------------
                    (Dollars in thousands except share data)

                                 ASSETS                                2008        2007
                                 ------                              --------    --------
<S>                                                                              <C>
CURRENT ASSETS:
    Cash and cash equivalents                                        $  6,522    $  4,394
    Short-term investments                                                  0       2,021
    Receivables, net of allowance for doubtful accounts
        of $89 for 2008 and 2007 respectively                           3,243       2,415
Inventories
        Raw materials and supplies                                      2,368       1,588
        Work-in-process                                                 2,696       2,455
                                                                     --------    --------
                  Total inventories                                     5,064       4,043

    Deferred income taxes                                                 632         659
    Prepaid expenses and other assets                                     123          69
                                                                     --------    --------
                  Total current assets                                 15,584      13,601

PROPERTY, PLANT, AND EQUIPMENT, at cost:
    Land                                                                   80          80
    Buildings                                                             498         498
    Facility improvements                                                 796         796
    Machinery and equipment                                             6,488       6,119
    Furniture and fixtures                                                603         584
                                                                     --------    --------
        Total property, plant, and equipment                            8,465       8,077
    Less- accumulated depreciation                                     (7,069)     (6,843)
                                                                     --------    --------
        Net property, plant, and equipment                              1,396       1,234
                                                                     --------    --------


                  Total assets                                       $ 16,980    $ 14,835
                                                                     ========    ========

                  LIABILITIES AND SHAREHOLDERS' EQUITY
                  ------------------------------------


CURRENT LIABILITIES:
    Accounts payable                                                 $  1,169    $    608
    Accrued compensation                                                  631         544
    Accrued professional fees                                              42          51
    Income taxes payable                                                   94         235
    Property taxes                                                         77          69
    Commissions payable                                                    68          49
    Deferred revenue                                                      204         323
    Other accrued liabilities                                             123          25
                                                                     --------    --------
                  Total current liabilities                             2,408       1,904

DEFERRED INCOME TAXES                                                      97         116
COMMITMENTS AND CONTINGENCIES (Note 5)
SHAREHOLDERS' EQUITY:
    Common stock, $.10 par value, authorized 10,000,000 shares
       3,078,315 issued 2,578,315 outstanding at November 30, 2008
       and November 30, 2007                                              308         308
    Paid-in capital                                                       885         885
    Treasury stock, at cost, 500,000 shares                            (1,250)     (1,250)
    Retained earnings                                                  14,532      12,872
                                                                     --------    --------
                  Total shareholders' equity                           14,475      12,815
                                                                     --------    --------

                  Total liabilities and shareholders' equity         $ 16,980    $ 14,835
                                                                     ========    ========

                 See accompanying notes to financial statements.


<PAGE>

                            MICROPAC INDUSTRIES, INC.
                            -------------------------
                              STATEMENTS OF INCOME
                              --------------------
                 FOR THE YEARS ENDED NOVEMBER 30, 2008 AND 2007
                 ----------------------------------------------
                    (Dollars in thousands except share data)



                                                                2008           2007
                                                           ------------   ------------

NET SALES                                                  $     20,060   $     18,524

COSTS AND EXPENSES:
Cost of sales                                                    13,354         12,610
Research and development                                            530            301
Selling, general, and administrative expenses
                                                                  3,410          3,278
                                                           ------------   ------------

                  Total costs and expenses                       17,294         16,189
                                                           ------------   ------------

OPERATING INCOME BEFORE INTEREST AND INCOME TAXES                 2,766          2,335

Other income                                                         37             40
Interest income                                                     145            186
                                                           ------------   ------------

INCOME BEFORE INCOME TAXES                                        2,948          2,561

PROVISION (BENEFIT) FOR INCOME TAXES:
    Current                                                       1,022            939
    Deferred                                                          8              3
                                                           ------------   ------------

       Total provision for current and deferred taxes             1,030            942
                                                           ------------   ------------

NET INCOME                                                 $      1,918   $      1,619
                                                           ============   ============

BASIC AND DILUTED EARNINGS PER SHARE                       $       0.74   $       0.63
                                                           ============   ============

WEIGHTED AVERAGE NUMBER OF SHARES, basic and diluted          2,578,315      2,578,315


                 See accompanying notes to financial statements.


<PAGE>

                            MICROPAC INDUSTRIES, INC.
                            -------------------------
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                       ----------------------------------
                 FOR THE YEARS ENDED NOVEMBER 30, 2008 AND 2007
                 ----------------------------------------------
                             (Dollars in thousands)



                                  Common        Paid-in        Treasury        Retained
                                   Stock        Capital         Stock          Earnings         Total
                                 --------       --------       --------        --------        --------


BALANCE, November 30, 2006            308            885         (1,250)         11,511          11,454

    Dividend                         --             --             --              (258)           (258)
    Net income                       --             --             --             1,619           1,619
                                 --------       --------       --------        --------        --------

BALANCE, November 30, 2007       $    308       $    885       $ (1,250)       $ 12,872        $ 12,815

    Dividend                         --             --             --              (258)           (258)
    Net income                       --             --             --             1,918           1,918
                                 --------       --------       --------        --------        --------

BALANCE, November 30, 2008       $    308       $    885       $ (1,250)       $ 14,532        $ 14,475
                                 ========       ========       ========        ========        ========



                 See accompanying notes to financial statements.


<PAGE>


                            MICROPAC INDUSTRIES, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED NOVEMBER 30, 2008 AND 2007
                             (Dollars in thousands)

                                                                            2008       2007
                                                                           -------    -------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                             $ 1,918    $ 1,619
    Adjustments to reconcile net income to
        net cash provided by operating activities-
           Depreciation and amortization                                       251        262
           Deferred tax expense                                                  8          3
           Gain on sale of equipment                                            (3)        (1)
Changes in certain current assets and liabilities-
               Increase in receivables, net                                   (828)      (367)
              (Increase) decrease in inventories                            (1,021)       477
              (Increase) decrease in prepaid expenses and other assets         (54)         8
                 Increase in accounts payable                                  561         26
               Increase in accrued compensation                                 87         50
              (Decrease) increase in income taxes payable                     (141)       207
              (Decrease) increase in all other accrued liabilities              (3)        86
                                                                           -------    -------

                  Net cash provided by operating activities                    775      2,370
                                                                           -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
           Maturity of short term investment, net                            2,021          4
           Proceeds from sale of equipment                                       9          7
           Additions to property, plant, and equipment                        (419)      (287)
                                                                           -------    -------

                  Net cash provided by (used in) in investing activities     1,611       (276)
                                                                           -------    -------


CASH FLOWS FROM FINANCING ACTIVITIES:
           Dividends paid                                                     (258)      (258)
                                                                           -------    -------

                  Net cash used in financing activities                       (258)      (258)
                                                                           -------    -------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                    2,128      1,836

CASH AND CASH EQUIVALENTS, beginning of year                                 4,394      2,558
                                                                           -------    -------

CASH AND CASH EQUIVALENTS, end of year                                     $ 6,522    $ 4,394
                                                                           =======    =======

SUPPLEMENTAL CASH FLOW DISCLOSURES:
        Cash paid for income taxes, net of refunds received                $ 1,232    $   730
                                                                           =======    =======
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                            MICROPAC INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           NOVEMBER 30, 2008 AND 2007


1.   BUSINESS DESCRIPTION:
     ---------------------

Micropac Industries, Inc. (the "Company"), a Delaware corporation,  manufactures
and distributes various types of hybrid  microelectronic  circuits,  solid state
relays,  power  operational  amplifiers,   and  optoelectronic   components  and
assemblies.  The  Company's  products are used as components in a broad range of
military,  space and industrial systems,  including aircraft instrumentation and
navigation systems,  power supplies,  electronic  controls,  computers,  medical
devices, and high-temperature (200o C) products.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
     -------------------------------------------

Revenue Recognition
-------------------

Revenues are recorded as  deliveries  are made based upon contract  prices.  Any
losses  anticipated on fixed price  contracts are provided for currently.  Sales
are recorded net of sales returns, allowances and discounts.

Short-Term Investments
----------------------

Short-term  investments include certificates of deposits with maturities greater
than  90  days.  These  investments  are  reported  at  historical  cost,  which
approximates  fair value as of  November  30, 2008 and 2007.  All highly  liquid
investments  with  maturities  of  90  days  or  less  are  classified  as  cash
equivalents. All short-term investments are securities which the Company has the
ability and intent to hold to maturity.  All held-to maturity  securities mature
within one year.

Inventories
-----------

Inventories  are stated at lower of cost or market  value and include  material,
labor and  manufacturing  overhead.  All  inventories  are valued using the FIFO
(first-in,  first-out)  method of inventory  valuation.  The Company provides an
allowance for obsolete and overstocked inventory.

Income Taxes
------------

The Company  accounts  for income  taxes using the asset and  liability  method.
Under this method the Company  records  deferred  income taxes for the temporary
differences  between the financial  reporting  basis and the tax basis of assets
and  liabilities at enacted tax rates expected to be in effect when such amounts
are realized or settled.  The resulting  deferred tax liabilities and assets are
adjusted to reflect  changes in tax law or rates in the period that includes the
enactment date.

Property, Plant, and Equipment
------------------------------

Property, plant, and equipment are carried at cost, and depreciation is provided
using the  straight-line  method at rates  based  upon the  following  estimated
useful lives (in years) of the assets:

     Buildings..........................................................15
     Facility improvements............................................8-15
     Machinery and equipment..........................................5-10
     Furniture and fixtures............................................5-8

The Company assesses long-lived assets for impairment under Financial Accounting
Standards Board Statement of Financial  Accounting Standards No. 144, Accounting
for  the   Impairment  or  Disposal  of  Long-Lived   Assets.   When  events  or
circumstances  indicate  that  an  asset  may  be  impaired,  an  assessment  is
performed.  The estimated  future  undiscounted  cash flows  associated with the
asset are compared to the asset's net book value to determine if a write down to
market value or discounted cash flow value is required.

Repairs and maintenance are charged against income when incurred.  Improvements,
which extend the useful life of property, plant, and equipment are capitalized.

Research and Development Costs
------------------------------

Costs for the design and development of new products are expensed as incurred.
<PAGE>

Comprehensive Income
--------------------

Comprehensive income includes net income and other comprehensive income which is
generally  comprised  of  changes  in  the  fair  value  of   available-for-sale
marketable securities,  foreign currency translation adjustments and adjustments
to recognize additional minimum pension  liabilities.  For each period presented
in the accompanying statement of income, comprehensive income and net income are
the same amount.

Basic and Diluted Earnings Per Share
------------------------------------

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.  During 2008 and 2007, the
Company had no dilutive potential common stock.

Use of Estimates
----------------

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  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.


3.   NOTES PAYABLE TO BANKS:
     -----------------------

The  Company  currently  has an  existing  line of credit  with a Texas  banking
institution.  The line of  credit  agreement  provides  the  Company  with up to
$3,000,000  for  normal  operation  of the  Company.  The  interest  rate on any
borrowings  against this credit  agreement is equal to the prime rate less 1/4%.
The line of credit requires the Company to maintain  certain  financial  ratios,
including  quick  ratio  of at least  1:1,  maintain  a  tangible  net  worth of
$10,000,000   plus  75%  of   future   net   income,   and   maintain   a  total
liabilities-to-tangible-net-worth  of  less  than  1.25:1.  The  Company  is  in
compliance with these  covenants.  The Company has not, to date, used any of the
available line of credit.

4.   RELATED PARTIES:
     ----------------

The Company leases a building from the Company's former Chairman of the Board of
Directors.  Since 1980, the Company has leased a 4,800 square-foot building from
Mr.  Nadolsky which is used primarily for  manufacturing.  The lease  originally
provided for a monthly  rental of $1,900 (an amount  based upon a January  1984,
independent  appraisal  of the  building's  value)  and was to have  expired  on
January 1, 1987.  Since 1987,  the Company has  extended  the term of this lease
from time to time.  The rental paid to Mr.  Nadolsky  pursuant to this lease was
$44,034 for the fiscal  year ended  November  30, 2008 and $41,936 in 2007.  The
lease was renewed for three (3) years, July 2007 to June 2010 at the same rental
rate provided for in the previous lease subject to increase based upon increases
in the Consumer Price Index.

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.

Mr. Eugene  Robinson,  a director and member of the Company's  audit  committee,
provides advisory services to the Company and was paid $6,500 in 2008.

Effective May 13, 2003, the Company's Board of Directors  approved the formation
of an audit committee  composed of the members of the Board. It is possible that
the  members of the audit  committee  may resign  from the  committee  if future
Securities  and  Exchange  Commission  rules  establish  a  criteria  that  such
individuals must be independent,  due to their  relationships  with the Company.
The Board of  Directors  held  four (4) board  meetings  during  the year  ended
November 30, 2008.  Directors  (excluding Mark King) receive a fee of $1,500 for
each meeting.  The Audit  Committee held four (4) meetings during the year ended
November 30, 2008. Members (excluding Mark King) of the Audit Committee received
a fee of $750 for each meeting.

5.   PRODUCT WARRANTIES:
     -------------------

In November 2002, the FASB issued  Interpretation No. 45 (FIN 45),  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of  Indebtedness of Others."  Currently,  the only applicable item of
FIN  45  relates  to the  impact  of  paragraph  14,  which  refers  to  product
warranties.

Because the Company does not have extended  warranties,  the exposure is limited
to product returns for defective products. In general, the Company warrants that
the products, when delivered,  will be free from defects in material workmanship
<PAGE>

under  normal  use and  service.  The  obligations  are  limited  to  replacing,
repairing or giving credit for, at the option of the Company,  any products that
are returned within one year after the date of shipment.

The Company reserves for potential warranty expense based on historical warranty
experience  claims.  While  management  considers  the process to be adequate to
effectively  quantify  its  exposure  to  warranty  claims  based on  historical
performance,  changes in warranty  claims on a specific or cumulative  basis may
require management to adjust its reserve for potential warranty costs.

Warranty expense to repair or replace products in 2008 and 2007, was $62,700 and
$57,100 respectively.

6.   LEASE COMMITMENTS:
     ------------------

Rent expenses for the years ended November 30, 2008 and 2007, was  approximately
$44,034 and $41,936  respectively  per year. The Company's  future minimum lease
payments under  non-cancellable  operating  leases  (including the related party
lease  described in note 4) for office and  manufacturing  space with  remaining
terms in excess of one year are:

         2009                 $ 43,877
         2010                 $ 25,595


7.   EMPLOYEE BENEFITS:
     ------------------

The Company  sponsors an Employees'  Profit Sharing Plan and Trust (the "Plan").
Pursuant to section  401(k) of the Internal  Revenue Code, the Plan is available
to  substantially  all employees of the Company.  Employee  contributions to the
Plan are matched by the Company at amounts up to 6% of the participant's salary.
Contributions  made by the Company and expensed were  approximately  $210,000 in
2008 and $204,000 in 2007.  Employees become vested in Company  contributions at
20% after two years, 40% after three years, 60% after four years, 80% after five
years and 100% after six years.  If the  employee  leaves the  Company  prior to
being fully  vested,  the unvested  portion of the Company's  contributions  are
forfeited and such  forfeitures are used to lower future Company  contributions.
The Company does not offer other post  retirement  benefits to its  employees at
this time.

8.   NEW ACCOUNTING STANDARDS
     ------------------------

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".  The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value  measurements.  SFAS 157
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value measurements.  SFAS 157 applies under other accounting pronouncements that
require or permit  fair value  measurements  and does not  require  any new fair
value measurements.  The provisions of SFAS No. 157 are effective for fair value
measurements  made in fiscal  years  beginning  after  November  15,  2007.  The
adoption  of this  statement  did not have a  material  effect on the  Company's
future reported financial position or results of operations.

In February 2007, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -
Including an Amendment  of FASB  Statement  No.  115".  This  statement  permits
entities to choose to measure many financial instruments and certain other items
at fair  value.  Most of the  provisions  of SFAS No. 159 apply only to entities
that  elect the fair  value  option.  However,  the  amendment  to SFAS No.  115
"Accounting for Certain  Investments in Debt and Equity  Securities"  applies to
all entities with  available-for-sale  and trading  securities.  SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007.  Early  adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value Measurements".  The adoption
of this  statement  did not have a material  effect on the  Company's  financial
statements.

In June 2007,  the Emerging  Issues Task Force of the FASB issued EITF Issue No.
07-3,  Accounting for Nonrefundable Advance Payments for Goods or Services to be
Used in Future  Research  and  Development  Activities,  ("EITF  07-3") which is
effective for fiscal years beginning after December 15, 2007. EITF 07-3 requires
that  nonrefundable   advance  payments  for  future  research  and  development
activities  be deferred and  capitalized.  Such amounts will be recognized as an
expense as the goods are delivered or the related  services are  performed.  The
Company does not expect the  adoption of EITF 07-3 to have a material  impact on
the financial results of the Company.

The  Financial   Accounting  Standards  Board  has  issued  statement  No.  160,
Non-controlling  Interests in Consolidated Financial Statements.  This statement
changes  the  way  the   consolidated   income   statement  is  presented   when
non-controlling interests are present. It requires consolidated net income to be
reported at amounts that include the amounts attributable to both the parent and
the non-controlling interest, and is effective for periods beginning on or after
December  15,  2008.  Management  does not expect this  pronouncement  to have a
significant impact on the financial statements of the Company.
<PAGE>

The  Financial  Accounting  Standards  Board has issued  Statement  No. 141 (R),
Business  Combinations.  This statement retains the fundamental  requirements in
Statement No. 141 that the acquisition method of accounting (which Statement No.
141  called  the  purchase  method) be used,  and  applies  to the all  business
entities, including mutual entities that previously used the pooling of interest
method of accounting for some business combinations.  The statement is effective
for  transactions  within  the annual  reporting  period  beginning  on or after
December  15,  2008.  Management  does not expect this  pronouncement  to have a
significant impact on the financial statements of the Company.


9. INCOME TAXES:

The income tax provision consisted of the following for the years ended November
30:


                                        2008         2007
                                    ----------   ----------
       Current Provision:
            Federal                 $  950,000   $  809,000
            State                       72,000      130,000
                                    ----------   ----------
                                     1,022,000      939,000

       Deferred tax expense             8,000        3,000
                                    ----------   ----------

            Total                   $1,030,000   $  942,000
                                    ==========   ==========


The  provision  for income  taxes  differs  from that  computed  at the  federal
statutory corporate tax rate as follows:

                                                         2008           2007
                                                     -----------    -----------
  Tax at 34% statutory rate                          $ 1,002,000    $   871,000
  State income taxes, net of federal benefit              47,000         84,000
  Section 199 Adjustment                                 (60,000)       (47,000)
  Deferred tax impact of effective tax rate change        47,000           --
  Permanent differences and other                         (6,000)        34,000
                                                     -----------    -----------

           Income tax provision                      $ 1,030,000    $   942,000
                                                     ===========    ===========


The components of deferred tax assets and liabilities were as follows:

                                              November 30,   November 30,
                                                 2008           2007
                                               --------       --------
  Current Deferred Taxes -
     Allowance for doubtful accounts          $ 30,000       $ 33,000
     Inventory                                 416,000        414,000
     Accrued liabilities and other             186,000        212,000
                                              --------       --------
         Net current deferred tax asset       $632,000       $659,000
                                              --------       --------

  Non-current Deferred Taxes Liability
     Depreciation and other                   $ 97,000       $116,000
                                              --------       --------

         Net deferred taxes                   $535,000       $543,000
                                              ========       ========

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax-planning  strategies in making this assessment.  Based upon the level of
historical  taxable  income and  projections  for future taxable income over the
periods in which the deferred tax assets are deductible,  management believes it
is more  likely  than not that the Company  will  realize the  benefits of these
deductible  differences.  Accordingly no deferred tax asset valuation  allowance
was necessary as of November 30, 2008 or 2007

10.  SIGNIFICANT CUSTOMER INFORMATION:
     ---------------------------------

The Company's primary line of business relates to the design,  manufacture,  and
sale of hybrid microcircuits and optoelectronic components and assemblies. Sales
to primary contractors for defense and space related contracts accounted for 68%
of total sales in 2008 and 71% of total sales in 2007. No customer accounted for
10% of the Company's sales during 2008 and 2007.

11.  SHAREHOLDERS' EQUITY:
     ---------------------

On November 30, 2008, there were approximately 504 shareholders of record of the
Company's  common  stock.  The  stock  of the  Company  is  closely  held;  and,
therefore,  certain shareholders/board members have the ability to significantly
influence decisions.

On December  19,  2007,  the Board of  Directors  of Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on January 25, 2008. The dividend  payment was paid to  shareholders on February
8, 2008.

On December  22,  2006,  the Board of  Directors  of Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on January 26, 2007. The dividend  payment was paid to  shareholders on February
9, 2007.

On March 1, 2001,  the Company's  shareholders  approved the 2001 Employee Stock
Option Plan (the "Stock  Plan").  As of November  30,  2006,  there were 500,000
options  available  to be  granted;  however,  no  options  had been  granted at
year-end.

12.  SUBSEQUENT EVENTS
     -----------------

On January 12, 2009 the Board of Directors of Micropac Industries, Inc. approved
the payment of a special  dividend of $0.10 per share for shareholders of record
as of January 26, 2009. It is anticipated that this dividend will be paid to the
Company's shareholders on or about February 09, 2009.

<PAGE>

                             DIRECTORS AND OFFICERS
                                NOVEMBER 30, 2008


                                    MARK KING
                             Chief Executive Officer
                              Chairman of the Board
                            Micropac Industries, Inc

                                   CONNIE WOOD
                         Retired Chief Executive Officer
                            Micropac Industries, Inc.

                               HEINZ-WERNER HEMPEL
                             Chief Operating Officer
       Hanseatishe Waren Handelsgesellschaft MBH & Co. KG, Bremen, Germany


                                  H. KENT HEARN
                               Retired Stockbroker
                         Milkie-Ferguson, Dallas, Texas


                                JAMES K. MURPHEY
                               Corporate Attorney
                    Glast, Phillips and Murray, Dallas, Texas

                                 EUGENE ROBINSON
                                     Retired


                                 PATRICK CEFALU
                             Chief Financial Officer
                            Micropac Industries, Inc.





LEGAL COUNSEL                                         TRANSFER AGENT & REGISTRAR
Glast, Phillips and Murray                            Securities Transfer
Dallas, Texas                                         Frisco, Texas



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