U. S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                   Form 10-KSB


(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, 2003


   ( )   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
                                                             ---   ---

There  is no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  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: $12,490,000

The aggregate market value of the voting stock held by  non-affiliates  computed
by the average bid and asked prices of such stock, as of a specified date within
the past 60 days, is not determined due to  non-activity  on the market over the
last 5 years.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity, as of the latest practicable date was 2,578,315 as of November 30, 2003.

                       DOCUMENTS INCORPORATED BY REFERENCE

None


<PAGE>

                                     PART I

Item 1. 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 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 570  shareholders on November
30, 2003.


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 52% of the
Company's  sales for the fiscal year ended  November 30, 2003, and 51% in fiscal
2002;  standard components are estimated to account for approximately 48% of the
Company's  sales for the fiscal year ended November 30, 2003, and 49% for fiscal
2002.

In  2003,  the  Company's   investment  in  technology   through   research  and
development,  which was expensed,  totaled  approximately  $303,000 ($353,000 in
2002).  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.

The Company provides a one year warranty to the original purchaser from the date
of shipment.  The Company obligation under this warranty, at the Company option,
is limited to either  replacing or repairing  defective  goods or refunding  the
purchase price paid by the buyer.


SALES, MARKETING AND DISTRIBUTION
---------------------------------

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  17% of the sales for fiscal
year  2003  (13% in 2002)  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.  One  international
customer totaled 40% of international sales.


CUSTOMERS
---------

The  Company's  major  customers  include   contractors  to  the  United  States
government  and  are  fixed  price  contracts.  Sales  to  these  customers  for
Department of Defense (DOD) and National  Aeronautics  and Space  Administration
(NASA)  contracts  accounted for  approximately  62% of the Company's fiscal net
sales in 2003 compared to 69% in 2002.

During 2003, one customer  accounted for 11% of the Company's  sales compared to
13% for the year ended November 30, 2002.

<PAGE>

BACKLOG
-------

At November  30,  2003,  the Company had a backlog of unfilled  orders  totaling
approximately  $3,799,000  compared to approximately  $5,144,000 at November 30,
2002.  The Company  expects to complete  and ship most of its  November 30, 2003
backlog during fiscal 2004.


EMPLOYEES
---------

At November 30, 2003, the Company had 112 full-time  employees  (compared to 121
at November 30, 2002), of which 29 were executive and managerial  employees,  25
were   engineers   and   quality-control   personnel,   20  were   clerical  and
administrative  employees,  and  48  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 and handicapped individuals.

RISK FACTORS
------------

Pricing  Pressures.  Pricing pressures continue to be experienced by the Company
from some of its original equipment manufacturer (OEM) customers. In some cases,
the Company sells product under  agreements  with OEMs that require the Company,
at regular intervals,  to review the pricing structure for possible reduction in
selling  price for future  orders.  This  requires  the  Company to improve  its
productivity  and to approach  its supplier  chain  requesting  similar  pricing
reductions.  If one or both of the  approaches  by the Company does not succeed,
product gross margins will decrease affecting the Company's net earnings.

Limited Insurance  Coverage.  The Company operates  manufacturing  facilities in
Garland,  Texas and 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  maintains
worker's  compensation  insurance and general liability insurance for protection
of its employees and for protection of the Company's  assets. In addition to the
basic policies  mentioned,  the Company  maintains an umbrella  policy  covering
claims up to $10 million  dollars.  The Company's  financial  position  could be
materially  affected  by claims not  covered  or  exceeding  coverage  currently
carried by the Company.

Environmental  Regulations.  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.

Product Liability. 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.  The Company relies on suppliers to deliver
quality raw materials in a timely and cost effective  manner.  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.

Technological  Changes.  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

<PAGE>

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.

Changes in Government Policy. 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.

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

The Company  competes  with two or more  companies  with  respect to each of its
major  products.  Some of these  competitors are larger and have greater capital
resources  than the  Company.  Management  believes  the  Company's  competitive
position to be  favorable;  however,  no assurance can be given that the Company
can compete successfully in the future.

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.

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.

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, 2003.


                                     PART II

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

On November 30, 2003, there were approximately 570 shareholders of record of the
Company's  common  stock.  No  prices  have  been  presented  since  there is no
established  public trading market for the Company's  common stock. The stock of
the Company is closely  held;  and,  therefore,  certain  shareholders  have the
ability to significantly influence decisions.

On January  28,  2003,  the Board of  Directors  of  Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on February 10, 2003. The dividend  payment was paid to shareholders on February
28, 2003.

On August 27, 2003, the Company purchased 548,836 shares of the Company's common
stock pursuant to the terms of an agreement dated February 5, 2001,  between the
Company and Nicholas Nadolsky,  former Chairman of the Board and Chief Executive
Officer  ("Agreement").  The  Agreement  obligated  the Company to purchase  any
shares of the  Company's  common stock owned by Mr.  Nadolsky at the fair market

<PAGE>

value  thereof  (but in no event less than the book value of such shares) in the
event of his death,  permanent  disability or  termination  of  employment.  Mr.
Nadolsky's  employment  terminated  on May 1, 2003.  By letter  dated August 15,
2003, Mr. Nadolsky requested that the Company purchase the 548,836 shares of the
Company's  common  stock he owned  pursuant  to the  requirements  of the  above
agreement  and agreed that the fair value of each share of his common  stock was
$2.68.  The Company paid Mr.  Nadolsky a total purchase price of  $1,470,880.48.
These shares were subsequently retired.

The transaction was recorded as follows:
Debit   Common Stock   548,836 shares at .10 par value        $     54,883.60
Debit   Retained Earnings                                        1,415,997.40
Credit  Cash                                                    (1,470,880.88)


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 Company has not, to date,
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  $977,000 net in cash flows from  operations in 2003. Cash
influx came primarily  from the  combination  of net income  totaling  $611,000;
recovery of  depreciation  totaling  $230,000  and the  decrease of  inventories
totaling $511,000. Cash was used to decrease accounts payable,  ($193,000),  for
increased  accounts  receivables,  ($76,000),  decreased  accrued  compensation,
($17,000),  increase in prepaid  expense  ($15,000),  decrease in other  accrued
liabilities,  ($10,000),  and an  increase in  liabilities  for taxes of $1,000.
Inventories  decreased  due to lower  anticipated  shipments  within  the  first
quarter of 2004 and product mix changes,  while accounts payables decreased with
lower inventory levels and expenses. Day's sales in accounts receivables totaled
approximately  52.0  days as of  November  30,  2003,  compared  to 51.7 days at
November 30, 2002.

The Company used $181,000 in cash for  investment  in  additional  manufacturing
equipment,  computers and facility  improvements in 2003 compared to $185,000 in
2002 and sold the company  automobile  in 2003 for $17,000  that was  originally
acquired in 1999 for $37,000.

As of November 30, 2003, the Company had $2,337,000 in cash and cash equivalents
and $812,000 in short term  investments  compared to $1,296,000 in cash and cash
equivalents and $2,728,000 in short term investments on November 30, 2002.

On January  28,  2003,  the Board of  Directors  of  Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on February 10, 2003. The dividend  payment was paid to shareholders on February
28, 2003.

On August 27, 2003, the Company purchased 548,836 shares of the Company's common
stock pursuant to the terms of an agreement dated February 5, 2001,  between the
Company and Nicholas Nadolsky,  former Chairman of the Board and Chief Executive
Officer  ("Agreement").  The  Agreement  obligated  the Company to purchase  any
shares of the  Company's  common stock owned by Mr.  Nadolsky at the fair market
value  thereof  (but in no event less than the book value of such shares) in the
event of his death,  permanent  disability or  termination  of  employment.  Mr.
Nadolsky's  employment  terminated  on May 1, 2003.  By letter  dated August 15,
2003, Mr. Nadolsky requested that the Company purchase the 548,836 shares of the
Company's  common  stock he owned  pursuant  to the  requirements  of the  above
agreement  and agreed that the fair value of each share of his common  stock was
$2.68.  The Company paid Mr.  Nadolsky a total purchase price of  $1,470,880.48.
These shares were subsequently retired.

Cash and Short-term Investments decreased $989,000 for the year to $3,149,000 on
November  30,  2003,  from  $4,136,000  on November  30,  2002.  Cash flows from
operations for the year was $977,000, offset by $1,471,000 for the repurchase of
stock,  $312,000  for the  dividend  payment,  and  $181,000  invested in plant,
property and equipment less the sell of the company automobile.

Company management believes it will meet its 2004 capital  requirements  through
the use of cash  derived  from  operations  for the  year  and/or  usage  of the
Company's  short-term   investments.   There  were  no  significant  outstanding
commitments for equipment purchases or improvements at November 30, 2003.

<PAGE>

Results of Operations 2003 vs. 2002
-----------------------------------

                                 Three Months Ended         Twelve Months Ended
                                11/30/03    11/30/02       11/30/03     11/30/02

Net Sales                        100.0%      100.0%         100.0%       100.0%

Cost of sales                     67.6%       70.6%          69.8%        69.4%
R & D                              2.4%        3.4%           2.4%         2.7%
S, G, & A                         17.4%       20.8%          20.7%        20.6%
  Total Cost & Exp                87.4%       94.8%          92.9%        92.7%

Operating Income                  12.6%        5.2%           7.1%         7.3%

Interest Income                    0.3%        0.6%           0.4%         0.7%

Income Before Income Taxes        12.3%        5.8%           7.5%         8.0%

Provision for taxes                3.8%        1.9%           2.6%         3.1%

Net Income                         8.5%        3.9%           4.9%         4.9%

Sales in 2003 were  approximately  $12,490,000,  a decrease  of 4.4% or $572,000
compared to 2002 sales. The decrease in sales is attributed to a decrease in new
orders  received in 2003.  New orders for fiscal year 2003  totaled  $11,191,000
compared  to  $12,826,000  for  fiscal  2002.  The  decrease  in new  orders  is
attributable  to reduced  and  delayed  funding on  certain  military  programs,
combined  with lower demand for some of the  Company's  standard  products  sold
through  distribution  channels.  The Company's backlog as of November 30, 2003,
was approximately  $3,799,000,  compared to approximately $5,144,000 on November
30, 2002.  The Backlog  does not include  approximately  $1,000,000  of expected
sales in the  first  half of 2004 to a major  customer  with  whom  the  Company
operates on a KANBAN  (just in time  inventory  control  system)  order/shipment
basis. Sales to that customer in 2003 totaled approximately $2,400,000.

Cost of sales, as a percentage of net sales, was 69.8% in 2003 compared to 69.4%
in 2002. Expenses for research and development totaled $303,000 in 2003 compared
to  $353,000  in  2002.  Most of the  research  and  development  expenses  were
concentrated  on expanding the company's line of solid state power  controllers,
high-temperature  couplers,   detectors,   hall-effect  devices;  and  enhancing
manufacturing processes to improve the Company's competitive position.

Selling,  general,  and  administrative  expenses  totaled 20.7% of net sales in
2003,  compared  to 20.6% in 2002.  In dollars  expensed,  selling,  general and
administrative  expenses  totaled  $2,581,000  in 2003 compared to $2,691,000 in
2002, a decrease of $110,000, attributable to a reduction in selling expenses.

Interest income for fiscal 2003 totaled  $50,000  compared to $89,000 for fiscal
2002.  The  decrease  is  related  to  lower  interest  rates  on the  Company's
investments.

Income  before taxes for fiscal 2003 was  approximately  $933,000 or 7.5% of net
sales,  compared to $1,042,000  or 8.0% of net sales in fiscal 2002.  Net income
after taxes  totaled  approximately  $611,000 or $.21 per share,  in 2003 versus
2002 net earnings of $639,000 or $.20 per share.  Net income after taxes in 2003
decreased $28,000 compared to 2002.

<PAGE>

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

Summary of Statement No. 150 - Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity (Issued 5/03)

This Statement  establishes  standards for how an issuer classifies and measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  It  requires  that an issuer  classify a financial  instrument  that is
within its scope as a  liability  (or an asset in some  circumstances).  Many of
those instruments were previously  classified as equity.  Some of the provisions
of this Statement are consistent  with the current  definition of liabilities in
FASB Concepts Statement No. 6, Elements of Financial  Statements.  The remaining
provisions of this Statement are consistent with the Board's  proposal to revise
that definition to encompass certain  obligations that a reporting entity can or
must settle by issuing  its own equity  shares,  depending  on the nature of the
relationship  established  between the holder and the issuer.  The  Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after June 15,  2003,  except for  mandatorily  redeemable  financial
instruments of nonpublic  entities.  The adoption of this statement did not have
any impact on the financial statements.



Item 7.  Financial Statements

The  financial  statements  listed  below  appear on pages 10 through 18 of this
Report.  The Company is not required to furnish the Supplementary  Data required
by Item 302 of Regulation S-K.

       Page No.

          11               Report of Independent Public Accountants

          12               Balance Sheets as of
                           November 30, 2003 and 2002

          13               Statements of Income for the years ended
                           November 30, 2003 and 2002

          14               Statements of Shareholders' Equity for the years
                           ended November 30, 2003 and 2002

          15               Statements of Cash Flows for the years ended
                           November 30, 2003 and 2002

         16-21             Notes to Financial Statements for the years ended
                           November 30, 2003 and 2002

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

None.

<PAGE>

                                    PART III


Item 9. Directors & Executive Officers of The Registrant
--------------------------------------------------------

Information  related to the Company's  Directors  and Executive  Officers is set
forth in the  Company's  definitive  proxy  statement  relating to the Company's
Annual  Meeting of  Stockholders  to be held on or about  February 27, 2004. The
information  in the proxy is set forth under the heading  "Election of Directors
and  Information  as to Directors,  Nominees and Executive  Officers." The proxy
statement will be filed with the Securities and Exchange  Commission on or about
February 7, 2004, and such information is incorporated by reference.


Item 10. Executive Compensation
-------------------------------

Information  related to  executive  compensation  is set forth in the  Company's
definitive  proxy  statement   relating  to  the  Company's  Annual  Meeting  of
Stockholders  to be held on or about February 27, 2004.  The  information in the
proxy is set  forth  under  the  heading  "Executive  Compensation."  The  proxy
statement will be filed with the Securities and Exchange  Commission on or about
February 7, 2004, and such information is incorporated by reference.


Item 11. Security Ownership of Certain Beneficial Owners & Management
---------------------------------------------------------------------

Information related to the ownership of certain beneficial owners and management
of the  Company's  Common Stock is set forth in the Company's  definitive  proxy
statement relating to the Company's Annual Meeting of Stockholders to be held on
or about February 27, 2004.

The  information  in the  proxy  is set  forth  under  the  heading  "Securities
Ownership of Certain Beneficial Owners and Management." The proxy statement will
be filed with the  Securities  and Exchange  Commission on or about  February 7,
2004, and such information is incorporated by reference.

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

Information relating to the business relationships and related transactions with
respect to the Company and certain Directors,  executive officers,  nominees for
election as Directors and  beneficial  owners of its  securities is set forth in
the  Company's  definitive  proxy  statement  relating to the  Company's  Annual
Meeting of  Stockholders  to be held on or about  February 27,  2004.  The proxy
statement will be filed with the Securities and Exchange  Commission on or about
February 7, 2004, and such information is incorporated by reference.


Item 13. 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
                           U. S. C. section 1350, as adopted pursuant to section
                           906 of the Sarbanes-Oxley act of 2002.


<PAGE>

         (b)      Form 8K -

                  On  January  28,  2003,  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 February 10,
                  2003. The dividend was paid to the Company's  shareholders  on
                  February 28, 2003.


                  The  Company  submitted  a  FORM  8-K  to  the  United  States
                  Securities  and Exchange  Commission  on August 27, 2003.  The
                  following  disclosure  was included in the FORM 8-K: On August
                  27,  2003,  the  Company   purchased  548,836  shares  of  the
                  Company's  common stock  pursuant to the terms of an agreement
                  dated February 5, 2001,  between the Company and Mr.  Nadolsky
                  ("Agreement"). The Agreement obligated the Company to purchase
                  any shares of the Company's common stock owned by Mr. Nadolsky
                  at the fair market  value  thereof  (but in no event less than
                  the book  value of such  shares)  in the  event of his  death,
                  permanent   disability  or  termination  of  employment.   Mr.
                  Nadolsky's employment terminated on May 1, 2003.

                  By letter dated August 15, 2003, Mr.  Nadolsky  requested that
                  the  Company  purchase  the  548,836  shares of the  Company's
                  common  stock he owned  pursuant  to the  requirements  of the
                  above  agreement  and agreed that the fair value of each share
                  of his common stock was $2.68. The Company paid Mr. Nadolsky a
                  total purchase price of $1,470,880.48.


ITEM 14. CONTROLS AND PROCEDURES
--------------------------------

(a)      Evaluation of disclosure controls and procedures.

         As of October 30, 2003, the Company  carried out an  evaluation,  under
         the supervision  and with  participation  of the Company's  management,
         including the Chief Executive Officer and Chief Financial  Officer,  of
         the  effectiveness  of  the  design  and  operation  of  the  Company's
         disclosure  controls  and  procedures  pursuant  to  Exchange  Act Rule
         13a-14.  Based upon that  evaluation,  the Chief Executive  Officer and
         Chief  Financial  Officer  concluded  that  the  Company's   disclosure
         controls  and  procedures  are  effective  in timely  alerting  them to
         material information relating to the Company required to be included in
         the Company's periodic SEC filings.

(b)      Changes in internal controls.

         Not applicable.



<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/ Connie Wood
                                                --------------------------------
                                                Connie Wood, President
                                                and Chief Executive Officer
                                                (Principal Executive Officer)


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

Dated:  01/26/2004



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 01/26/2004


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


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


<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders of
Micropac Industries, Inc.:

We have audited the accompanying balance sheets of Micropac Industries,  Inc. as
of  November  30,  2003  and  2002,  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 auditing standards generally accepted
in the 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, 2003 and 2002, and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States.


                                             KPMG LLP

Dallas, Texas,
January 15, 2004

<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                                 BALANCE SHEETS
                        AS OF NOVEMBER 30, 2003 AND 2002
                    (Dollars in thousands except share data)

                                 ASSETS
                                 ------
                                                                       2003          2002
                                                                    ----------    ----------
<S>                                                                 <C>           <C>
CURRENT ASSETS:
    Cash and cash equivalents                                       $    2,337    $    1,296
    Short-term investments                                                 812         2,728
    Receivables, net of allowance for doubtful accounts
        of  $89 for 2003 and 2002                                        1,877         1,801
    Inventories
        Raw materials and supplies                                         692         1,022
        Work-in-process                                                  1,097         1,278
                                                                    ----------    ----------
                  Total inventories                                      1,789         2,300

    Deferred income taxes                                                  386           330
      Prepaid expenses and other assets                                     71            56
                                                                    ----------    ----------
                  Total current assets                                   7,272         8,511

PROPERTY, PLANT, AND EQUIPMENT, at cost:
    Land                                                                    80            80
    Buildings                                                              498           498
    Facility improvements                                                  797           797
    Machinery and equipment                                              5,027         4,955
        Furniture and fixtures                                             489           440
                                                                    ----------    ----------
           Total property, plant, and equipment                          6,891         6,770
    Less- accumulated depreciation                                      (5,889)       (5,719)
                                                                    ----------    ----------
        Net property, plant, and equipment                               1,002         1,051
                                                                    ----------    ----------

OTHER ASSETS:
    Long-term investments                                                 --             112

                  Total assets                                      $    8,274    $    9,674
                                                                    ==========    ==========

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

CURRENT LIABILITIES:
    Accounts payable                                                $      308    $      501
    Accrued compensation                                                   239           256
    Accrued professional fees                                               23            48
    Income taxes payable                                                   110           109
        Property taxes                                                      65            67
     Commissions payable                                                    48            53
        Other accrued liabilities                                          136           114
                                                                    ----------    ----------
                  Total current liabilities                                929         1,148

DEFERRED INCOME TAXES                                                       69            78
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, 2003
      3,627,151 issued 3,127,151 outstanding at November 30, 2002          308           363
    Paid-in capital                                                        885           885
    Treasury stock, at cost, 500,000 shares                             (1,250)       (1,250)
    Retained earnings                                                    7,333         8,450
                                                                    ----------    ----------
                  Total shareholders' equity                             7,276         8,448
                                                                    ----------    ----------

                  Total liabilities and shareholders' equity        $    8,274    $    9,674
                                                                    ==========    ==========
</TABLE>



                 See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                              STATEMENTS OF INCOME
                  FORTHE YEARS ENDED NOVEMBER 30, 2003 AND 2002
                    (Dollars in thousands except share data)



                                                               2003           2002
                                                           -----------    -----------
<S>                                                        <C>            <C>

NET SALES                                                  $    12,490    $    13,062

COSTS AND EXPENSES:
Cost of sales                                                    8,723          9,065
Research and development                                           303            353
Selling, general, and administrative expenses                    2,581
                                                           -----------    -----------
                                                                                2,691

                  Total costs and expenses                      11,607         12,109
                                                           -----------    -----------

OPERATING INCOME BEFORE INTEREST AND INCOME TAXES                  883            953

Interest income                                                     50             89
                                                           -----------    -----------

INCOME BEFORE INCOME TAXES                                         933          1,042

PROVISION (BENEFIT) FOR INCOME TAXES:
    Current                                                        387            407
    Deferred                                                       (65)            (4)
                                                           -----------    -----------

          Total provision for current and deferred taxes           322            403
                                                           -----------    -----------

NET INCOME                                                 $       611    $       639
                                                           ===========    ===========

BASIC AND DILUTED EARNINGS PER SHARE                       $       .21    $       .20
                                                           ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES, basic and diluted         2,944,206      3,127,151
                                                           ===========    ===========
</TABLE>
















                See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED NOVEMBER 30, 2003 AND 2002
                             (Dollars in thousands)



                               Common       Paid-in    Treasury     Retained
                                Stock       Capital      Stock      Earnings       Total
                              ---------    ---------   ---------    ---------    ---------
<S>                           <C>          <C>         <C>          <C>          <C>

BALANCE, November 30, 2001    $     363    $     885   $  (1,250)   $   7,811    $   7,809

        Net income                 --           --          --            639          639
                              ---------    ---------   ---------    ---------    ---------
BALANCE, November 30, 2002          363          885      (1,250)       8,450        8,448

    Common stock repurchase         (55)        --          --         (1,416)      (1,471)
    Dividend                       --           --          --           (312)        (312)
    Net income                     --           --          --            611          611
                              ---------    ---------   ---------    ---------    ---------

BALANCE, November 30, 2003    $     308    $     885   $  (1,250)   $   7,333    $   7,276
                              =========    =========   =========    =========    =========
</TABLE>

































                See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED NOVEMBER 30, 2003 AND 2002
                             (Dollars in thousands)

                                                                            2003          2002
                                                                         ----------    ----------
<S>                                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                           $      611    $      639
    Adjustments to reconcile net income to
        net cash provided by operating activities-
           Depreciation and amortization                                        230           246
           Deferred tax benefit                                                 (65)           (4)
    Changes in certain current assets and liabilities-
              Increase in receivables, net                                      (76)          (61)
              (Increase)  decrease in inventories                               511          (113)
              (Increase) decrease in prepaid expenses and other assets          (15)           27
              (Decrease) increase in accounts payable                          (193)          104
              Decrease in accrued compensation                                  (17)          (15)
              Increase (decrease) in income taxes payable                         1           (20)
              (Decrease) increase in all other accrued liabilities              (10)           38
                                                                         ----------    ----------

                  Net cash provided by operating activities                     977           841

CASH FLOWS FROM INVESTING ACTIVITIES:
           Purchase of Investments                                           (1,400)       (4,100)
           Sale of Investments                                                3,428         3,446
           Additions to property, plant, and equipment                         (181)         (185)
                                                                         ----------    ----------
                  Net cash provided by (used in) investing activities         1,847          (839)


CASH FLOWS FROM FINANCING ACTIVITIES:
    Common stock repurchase                                                  (1,471)         --
     Dividends paid                                                            (312)         --
                                                                         ----------    ----------

                  Net cash used in financing activities                      (1,783)         --
                                                                         ----------    ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                     1,041             2

CASH AND CASH EQUIVALENTS, beginning of year                                  1,296         1,294
                                                                         ----------    ----------

CASH AND CASH EQUIVALENTS, end of year                                   $    2,337    $    1,296
                                                                         ==========    ==========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
        Cash paid for income taxes, net of refunds received              $      386    $      371
                                                                         ==========    ==========
</TABLE>






                 See accompanying notes to financial statements.


<PAGE>

                            MICROPAC INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2003 AND 2002



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.  Product
returns and warranties are accrued for when returned by the customer.

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  market  value as of November  30, 2003 and 2002.  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 positive 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 for 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  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

<PAGE>

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. The Company adopted SFAS
144 on December 1, 2002.  The adoption of SFAS 144 did not effect the  Company's
financial statements.

Repairs and maintenance  are charged against income when incurred.  Betterments,
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.

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 recognise 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 2003 and 2002, 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:
         --------------------------

During fiscal 2003, the Company renewed an  uncollateralized  $3,000,000 line of
credit  agreement  with a bank.  The interest  rate is equal to the bank's prime
rate less 1/4%.  The line of credit expires on June 7, 2004. The Company has not
utilized any portion of the available facility. The line of credit requires that
the Company maintain  certain  financial  ratios.  The Company was in compliance
with these covenants during the 2003 fiscal year.

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

The Company leases a building from the Company's previous Chairman of the Board.
A new lease was  signed on July 1,  1999,  for a term of five (5)  years,  which
expires  on June 30,  2004.  The  lease  was  renewed  under  similar  terms and
conditions  as the prior lease.  Amounts paid under the lease  agreement in 2003
approximated $39,000 and $38,000 in 2002

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.

Effective May 13, 2002, the Company's Board of Directors  approved the formation
of an audit  committee  composed  of the four (4)  members of the  Board.  It is
possible that two members of the audit  committee,  Messrs.  Hempel and Murphey,
may resign from the committee if future Securities and Exchange Commission rules
establish a criteria  that such  individuals  are not  independent  due to their
relationships  with the  Company.  The  Board of  Directors  held four (4) board
meetings during the year ended November 2003. Directors receive a fee of $500.00
for each meeting.  The Audit  Committee held three (3) meetings  during the year
ended  November  30,  2003.  Members  of the Audit  Committee  received a fee of
$500.00 for each meeting.

<PAGE>

On August 27, 2003, the Company purchased 548,836 shares of the Company's common
stock pursuant to the terms of an agreement dated February 5, 2001,  between the
Company and Mr. Nadolsky  ("Agreement").  The Agreement obligated the Company to
purchase any shares of the Company's  common stock owned by Mr.  Nadolsky at the
fair  market  value  thereof  (but in no event  less than the book value of such
shares)  in the event of his  death,  permanent  disability  or  termination  of
employment. Mr. Nadolsky's employment terminated on May 1, 2003. By letter dated
August 15, 2003, Mr.  Nadolsky  requested that the Company  purchase the 548,836
shares of the Company's  common stock he owned pursuant to the  requirements  of
the above agreement and agreed that the approximate  fair value of each share of
his common stock was $2.68. The Company paid Mr. Nadolsky a total purchase price
of $1,470,880.48. These shares were subsequently retired.


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

The Company records a reserve for product warranties based on known instances of
defects  upon  customer  notification.  The  activity in the  product  liability
account is as follows:

        Balance, November 30, 2002          $   28,100
        Expense for repaired product        $  (28,100)
        Product warranty accruals           $       -
        Balance, November 30, 2003          $        0


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

Rent  expenses in total for the years  ended  November  30, 2003 and 2002,  were
approximately $42,000 for each year.

The Company does not have any future minimum lease payments under non-cancelable
operating  leases  (including  the related party lease  described in note 4) for
office and manufacturing space with remaining terms in excess of one year.


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  were  approximately  $138,000  in 2003  and
$165,000 in 2002. 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:
         -------------------------

Summary of Statement No. 150 - Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity (Issued 5/03)

This Statement  establishes  standards for how an issuer classifies and measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  It  requires  that an issuer  classify a financial  instrument  that is
within its scope as a  liability  (or an asset in some  circumstances).  Many of
those instruments were previously  classified as equity.  Some of the provisions
of this Statement are consistent  with the current  definition of liabilities in
FASB Concepts Statement No. 6, Elements of Financial  Statements.  The remaining
provisions of this Statement are consistent with the Board's  proposal to revise
that definition to encompass certain  obligations that a reporting entity can or
must settle by issuing  its own equity  shares,  depending  on the nature of the
relationship  established  between the holder and the issuer.  The  Statement is
effective for financial instruments entered into or modified after May 31, 2003,

<PAGE>

and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after June 15,  2003,  except for  mandatorily  redeemable  financial
instruments of nonpublic  entities.  The adoption of this statement did not have
any impact on the financial statements.

9.       INCOME TAXES:
         -------------

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

                                                            2003         2002
                                                         ---------    ---------
         Current Provision -
             Federal                                     $ 319,000    $ 338,000
             State                                          68,000       69,000
                                                         ---------    ---------
                                                           387,000      407,000
         Deferred Benefit

             Federal                                       (65,000)      (4,000)
                                                         ---------    ---------

                      Total                              $ 322,000    $ 403,000
                                                         =========    =========



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

                                                            2003         2002
                                                         ---------    ---------
        Tax at 34% statutory rate                        $ 317,000    $ 354,000
        State income taxes, net of federal benefit          45,000       44,000
        Adjustment to prior year estimates                 (42,000)        --
        Other                                                2,000        5,000
                                                         ---------    ---------

                 Income tax provision                    $ 322,000    $ 403,000
                                                         =========    =========

The  components  and  changes in  deferred  tax assets and  liabilities  were as
follows:
<TABLE>
<CAPTION>

                                                                                  Deferred
                                                          November 30, 2003       (Benefit)      November 30, 2002
                                                          -----------------       ---------      -----------------
            <S>                                           <C>                     <C>            <C>
            Current Deferred Taxes -
                 Allowance for doubtful accounts              $ 33,000            $   --             $ 33,000
                 Inventory                                     267,000              46,000            221,000
                 Accrued liabilities and other                  86,000              10,000             76,000
                                                              --------            --------           --------
                     Net current deferred tax asset           $386,000            $ 56,000           $330,000
                                                              ========            ========           ========

            Non-current Deferred Taxes -
                 Depreciation and other                       $ 69,000            $ (9,000)          $ 78,000
                                                              --------            --------           --------

                     Net non-current deferred tax liability   $ 69,000            $ (9,000)          $ 78,000
                                                              ========            --------           ========

         Deferred tax benefit                                                     $ 65,000
                                                                                  ========
</TABLE>


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
result primarily from  subcontracts  with customers for ultimate  production and
delivery  to the United  States  government.  Sales to primary  contractors  for
defense and space related contracts accounted for 62% of total sales in 2003 and
69% of total sales in 2002.  During  2003,  the Company  had one  customer  that
accounted  for 11% of the  Company's  annual sales  compared to 13% for the year
ended November 30, 2002.

<PAGE>

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

On November 30, 2003, there were approximately 570 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 January  28,  2003,  the Board of  Directors  of  Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on February 10, 2003. The dividend  payment was paid to shareholders on February
28, 2003.

On August 27, 2003, the Company purchased 548,836 shares of the Company's common
stock pursuant to the terms of an agreement dated February 5, 2001,  between the
Company and Mr. Nadolsky  ("Agreement").  The Agreement obligated the Company to
purchase any shares of the Company's  common stock owned by Mr.  Nadolsky at the
fair  market  value  thereof  (but in no event  less than the book value of such
shares)  in the event of his  death,  permanent  disability  or  termination  of
employment. Mr. Nadolsky's employment terminated on May 1, 2003. By letter dated
August 15, 2003, Mr.  Nadolsky  requested that the Company  purchase the 548,836
shares of the Company's  common stock he owned pursuant to the  requirements  of
the above  agreement  and agreed that the fair value of each share of his common
stock was  $2.68.  The  Company  paid Mr.  Nadolsky  a total  purchase  price of
$1,470,880.48. These shares were subsequently retired.

On March 1, 2001,  the Company's  shareholders  approved the 2002 Employee Stock
Option Plan (the "Stock  Plan").  As of November  30,  2003,  there were 500,000
options  available  to be  granted;  however,  no  options  had been  granted at
year-end.



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

On January 8, 2004, the Board of Directors of Micropac Industries, Inc. approved
the payment of a special  dividend of $0.05 per share for shareholders of record
as of January 30, 2004. It is anticipated that this dividend will be paid to the
Company's shareholders on or about February 13, 2004.

13.      COMMITMENTS AND CONTINGENCIS:
         -----------------------------

The Company is involved in various legal and administrative  proceedings arising
in the normal course of business. In the opinion of management,  any liabilities
that result from these claims would not  individually or in the aggregate have a
material adverse effect on its financial position or results of operations.

<PAGE>

                             DIRECTORS AND OFFICERS
                             ----------------------
                                NOVEMBER 30, 2003






                                   CONNIE WOOD
                             Chief Executive Officer
                            Micropac Industries, Inc.

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


                                  H. KENT HEARN
                                   Stockbroker
                          Milkie-Ferguson, Dallas, Tx.


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


                                 PATRICK CEFALU
                             Chief Financial Officer
                            Micropac Industries, Inc.


                                    MARK KING
                             Chief Operating Officer
                            Micropac Industries, Inc.









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