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, 2002


( )      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: $13,062,000

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 3,127,151 as of November 30, 2002.

                       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 576  shareholders on November
30, 2002.


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 51% of the
Company's  sales for the fiscal year ended  November 30, 2002, and 58% in fiscal
2001;  standard components are estimated to account for approximately 49% of the
Company's  sales for the fiscal year ended November 30, 2002, and 42% for fiscal
2001.

In  2002,  the  Company's   investment  in  technology   through   research  and
development,  which was expensed,  totaled  approximately  $353,000 ($357,000 in
2001).  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.


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  13% of the sales for fiscal
year  2002  (13% in 2001)  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.


CUSTOMERS
---------

The  Company's  major  customers  include   contractors  to  the  United  States
government.  Sales to these  customers  for  Department  of  Defense  (DOD)  and
National  Aeronautics and Space  Administration  (NASA) contracts  accounted for
approximately  69% of the Company's  fiscal net sales in 2002 compared to 66% in
2001.

During 2002, one customer totaled 13% of the Company's sales compared to 14% for
the year ended  November 30, 2001. In 2001,  one other  customer  totaled 10% of
sales.


BACKLOG
-------

At November  30,  2002,  the Company had a backlog of unfilled  orders  totaling
approximately  $5,144,000  compared to approximately  $5,512,000 at November 30,
2001.  The Company  expects to complete  and ship most of its  November 30, 2002
backlog during fiscal 2003.


                                       2
<PAGE>

EMPLOYEES
---------

At November 30, 2002, the Company had 121 full-time  employees  (compared to 134
at November 30, 2001), of which 22 were executive and managerial  employees,  33
were   engineers   and   quality-control   personnel,   19  were   clerical  and
administrative  employees,  and  47  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
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.


                                       3
<PAGE>

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, 2002.























                                       4
<PAGE>

                                     PART II

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

On November 30, 2002, there were approximately 576 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  10,  2001,  the  Company's  board of  directors  approved a dividend
declaration  of $0.10 per share for  shareholders  of record as of  February  1,
2001. The dividend was paid to shareholders on February 20, 2001.

On January 15, 2001, the Company's board of directors approved the repurchase of
500,000 shares of common stock from a major  shareholder  and senior  management
person  within  the  Company.  The  repurchase  price was based  primarily  on a
valuation of the Company by an outside  consulting  firm. The agreed to price of
$2.50 per share was paid on February 5, 2001.

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  $841,000 net in cash flows from  operations in 2002. Cash
influx came primarily from the combination of net income, $639,000;  recovery of
depreciation,  $246,000; the increase of accrued liabilities, $38,000, increased
liabilities for accounts  payable,  $104,000,  and decreased  prepaid  expenses,
$27,000.  Cash was  used to  increase  inventories,  ($113,000),  for  increased
accounts receivables, ($61,000), decreased accrued compensation,  ($15,000), and
a decrease in liabilities for taxes of ($20,000).  Inventories  increased due to
anticipated shipments within the first quarter of 2003 while accounts receivable
increased  due to the timing on shipments  made in October and November of 2002.
Day's  sales in  accounts  receivables  totaled  approximately  51.7  days as of
November 30, 2002, compared to 51.9 days at November 30, 2001.

The Company used $185,000 in cash for  investment  in  additional  manufacturing
equipment,  computers and facility  improvements in 2002 compared to $162,000 in
2001.

As of November 30, 2002, the Company had $1,296,000 in cash and cash equivalents
and $2,728,000 in short term investments compared to $1,294,000 in cash and cash
equivalents and $2,186,000 in short term  investments on November 30, 2001. Cash
and cash equivalents  increased $2,000 while  short-term  investments  increased
$542,000  when  comparing  2002  results  to 2001.  In  addition  to short  term
investments, the Company has a long term certificate of deposit in the amount of
$112,000.

On January 15, 2001, the Company's board of directors approved the repurchase of
approximately  500,000  shares  of  common  stock  at  $2.50  per  share  from a
significant  individual  shareholder  who was also a member of  management.  The
repurchase was completed  using  available cash on February 5, 2001, and totaled
$1,250,000.  On  January  10,  2001,  the  Board  of  Directors  voted  to  give
shareholders of record on February 1, 2001, a dividend of $0.10 per share.  This
dividend was paid with available cash on February 20, 2001. The Company was able
to pay the above cash  commitment  without having to use short-term  investments
before  their  normal   maturity  date  thus  avoiding  any  penalty  for  early
redemption.


                                       5
<PAGE>

Company management believes it will meet its 2003 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, 2002.



Results of Operations 2002 vs. 2001
-----------------------------------

                                 Three Months Ended       Twelve Months Ended
                                 11/30/02   11/30/01      11/30/02    11/30/01

Net Sales                       100.0%       100.0%       100.0%        100.0%

Cost of sales                    70.6%        68.2%        69.4%         70.2%
R & D                             3.4%         2.4%         2.7%          2.7%
S, G, & A                        20.8%        21.3%        20.6%         20.3%
  Total Cost & Exp               94.8%        91.9%        92.7%         93.1%

Operating Income                  5.2%         8.1%         7.3%          6.9%

Interest Income                   0.6%         1.0%         0.7%          1.2%

Income Before Income Taxes        5.8%         9.1%         8.0%          8.1%

Provision for taxes               1.9%         3.4%         3.1%          3.1%

Net Income                        3.9%         5.7%         4.9%          5.0%

Sales in 2002 were  approximately  $13,062,000,  a decrease  of 2.7% or $361,000
compared to 2001 sales. The decrease in sales is attributed to a decrease in new
orders  received in 2002.  New orders for fiscal year 2002  totaled  $12,826,000
compared to $13,511,000  for fiscal 2001.  The Company's  backlog as of November
30, 2002, was approximately $5,144,000,  compared to approximately $5,512,000 on
November 30, 2001.

Cost of sales, as a percentage of net sales, was 69.4% in 2002 compared to 70.2%
in 2001.  The decrease as a percentage of net sales is due to changes in product
mix and certain cost reductions.  Expenses for research and development  totaled
$353,000  in 2002  compared  to  $357,000  in  2001.  Most of the  research  and
development  expenses were concentrated on expanding the company's line of solid
state  relays,   high  temperature   voltage   regulators,   detectors,   linear
optocouplers,  and devices to include radiation hardened products, and enhancing
manufacturing processes to improve the Company's competitive position.

Selling,  general,  and  administrative  expenses  totaled 20.6% of net sales in
2002,  compared  to 20.3% in 2001.  In dollars  expensed,  selling,  general and
administrative  expenses  totaled  $2,691,000  in 2002 compared to $2,723,000 in
2001, a decrease of $32,000.

Interest income for fiscal 2002 totaled $89,000  compared to $163,000 for fiscal
2001.  The  decrease  is  related  to  lower  interest  rates  on the  Company's
investments.

Income before taxes for fiscal 2002 was approximately  $1,042,000 or 8.0% of net
sales,  compared to $1,085,000  or 8.1% of net sales in fiscal 2001.  Net income
after taxes  totaled  approximately  $639,000 or $.20 per share,  in 2002 versus
2001 net earnings of $665,000 or $.21 per share.  Net income after taxes in 2002
decreased $26,000 compared to 2001, primarily due to the decrease in revenue.






                                       6
<PAGE>

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

Financial  Accounting  Standards Board (FASB) Statement No. 143,  Accounting for
Asset  Retirement   Obligations
FASB  Statement  No.  143  addresses  financial  accounting  and  reporting  for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement  costs. It applies to legal  obligations  associated
with the  retirement  of  long-lived  assets that  result from the  acquisition,
construction,  development and (or) the normal operation of a long-lived  asset,
except  for  certain  obligations  of  lessees.  The  Board  concluded  that all
retirement  obligations  within  the  scope  of this  Statement  that  meet  the
definition  of a  liability  in FASB  Concepts  Statement  No.  6,  Elements  of
Financial  Statements,  should be recognized as a liability when the recognition
criteria in FASB  Concepts  Statement  No. 5,  Recognition  and  Measurement  in
Financial  Statements of Business  Enterprises,  are met. The Board also decided
that the  liability  for an asset  retirement  obligation  should  be  initially
recognized at its estimated  fair value as discussed in FASB Concepts  Statement
No. 7, Using Cash Flow Information and Present Value in Accounting Measurements.
This  statement is effective  for financial  statements  issued for fiscal years
beginning  after June 15, 2002. The Company is currently  evaluating the impacts
of this Statement on their financial statements.

FASB Statement No. 144,  Accounting For the Impairment or Disposal of Long-Lived
Assets
FASB  Statement No. 144 supersedes  FASB  Statement No. 121,  Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and
supersedes  the  accounting  and  reporting  provisions  of APB  Opinion No. 30,
Reporting  the  Results of  Operations--Reporting  the  Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions.  FASB Statement No. 144 has broadened the presentation
of  discontinued  operations  to include  more  disposal  transactions,  and has
enhanced  management's  ability to  provide  information  that  helps  financial
statement  users to assess the effects of a disposal  transaction on the ongoing
operations  of an entity.  Statement  No.  144 is  effective  for  fiscal  years
beginning after December 15, 2001 and interim periods within those fiscal years.
The  Company is  currently  evaluating  the impacts of this  Statement  on their
financial statements.

FASB  Statement  No.  145,  Rescission  of FASB  Statements  No. 4, 44,  and 64,
Amendment of FASB Statement No. 13, and Technical Corrections
This Statement  rescinds FASB  Statement No. 4, Reporting  Gains and Losses from
Extinguishment  of Debt, and an amendment of that Statement,  FASB Statement No.
64,  Extinguishments  of Debt Made to Satisfy  Sinking-Fund  Requirements.  This
Statement also rescinds FASB Statement No. 44,  Accounting for Intangible Assets
of Motor Carriers.  This Statement amends FASB Statement No. 13,  Accounting for
Leases,  to  eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions.   This  Statement   also  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe their applicability  under changed  conditions.  The provisions of this
standard  relating  to the  recession  of  Statement  No. 4 applies  to  periods
beginning  after  May 15,  2002.  All other  provisions  are  effective  for all
transactions entered into after May 15, 2002. The adoption of this Statement has
had no impact on the Company.

FASB Statement No. 146 - Accounting for Costs  Associated  with Exit or Disposal
Activities
This Statement addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues Task Force (EITF)
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)."  The principal difference between this Statement and Issue 94-3
relates to its requirements for recognition of a liability for a cost associated
with an exit or disposal activity.  This Statement requires that a liability for
a cost  associated  with an exit or  disposal  activity be  recognized  when the
liability is incurred. Under Issue 94-3, a liability for an exit cost as defined


                                       7
<PAGE>

in Issue 94-3 was  recognized  at the date of an entity's  commitment to an exit
plan. A fundamental conclusion reached by the Board in this Statement is that an
entity's  commitment to a plan, by itself,  does not create a present obligation
to others that meets the  definition of a liability.  Therefore,  this Statement
eliminates  the  definition and  requirements  for  recognition of exit costs in
Issue 94-3. This Statement also establishes that fair value is the objective for
initial  measurement  of the  liability.  The  provisions of this  Statement are
effective for exit or disposal  activities that are initiated after December 31,
2002,  with  early  application  encouraged.  The  adoption  of  this  Statement
currently has no impact on the Company.


FASB Interpretation No. 45, Guarantor's  Accounting and Disclosure  Requirements
for Guarantees,  Including  Indirect  Guarantees of  Indebtedness of Others:  an
interpretation  of FASB  Statements  No. 5, 57, and 107 and  rescission  of FASB
Interpretation No. 34, November 2002.
Interpretation  45 applies to  guarantors  only and  applies  only to direct and
indirect guarantees with specified contract characteristics. Some guarantees and
indemnification  agreements are excluded from the entire interpretation.  Others
are excluded solely from the initial  recognition  and  measurement  provisions.
Guarantees  explicitly  covered by the  Interpretation  can be summarized by two
characteristics:  Payments under the conditions of the guarantee are required if
another  entity fails to perform under an  obligation  agreement or if there are
specified  changes in an  "underlying"  that is related to a guaranteed  party's
asset,  liability, or equity security (for example,  indemnification  agreements
and indirect  guarantees  of  indebtedness).  This  Interpretation  has expanded
disclosure  requirements  regarding  guarantees and the initial  recognition and
initial   measurement   requirements   of  the   Interpretation   are  effective
prospectively  for  guarantees  issued or  modified  after  December  31,  2002.
However,  the  disclosure  requirements  are effective  for  financial-statement
periods  ending  after  December 15,  2002.  The Company has  complied  with the
disclosure requirements.

The  foregoing  discussion  contains  forward-looking  statements  that are made
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995. Actual results could differ materially. Investors are warned
that forward-looking statements involve risks and unknown factors including, but
not  limited to,  customer  cancellation  or  rescheduling  of orders,  problems
affecting   delivery  of   vendor-supplied   raw   materials   and   components,
unanticipated manufacturing problems and availability of direct labor resources.
The  Company  disclaims  any   responsibility  to  update  the   forward-looking
statements contained herein, except as may be required by law.

Item 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 -12             Report of Independent Public Accountants

          13               Balance Sheets as of
                           November 30, 2002 and 2001

          14               Statements of Income for the years ended
                           November 30, 2002 and 2001

          15               Statements of Shareholders' Equity for the years
                           ended November 30, 2002 and 2001

          16               Statements of Cash Flows for the years ended
                           November 30, 2002 and 2001

        17-22              Notes to Financial Statements for the years ended
                           November 30, 2002 and 2001


                                       8
<PAGE>

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

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



                                    PART III


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

Information  relating 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, 2003. 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, 2003, and such information is incorporated by reference.


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

Information  relating 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, 2003.  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, 2003, and such information is incorporated by reference.


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

Information   relating  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, 2003.

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,
2003, 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,  2003.  The proxy
statement will be filed with the Securities and Exchange  Commission on or about
February 7, 2003, and such information is incorporated by reference.


Item 13. Exhibits and Reports oRw
n Form 8-K

         (a)      Exhibits

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


                                       9
<PAGE>

                  99.2     Certification  of  Patrick  Cefalu,   CFO  (Principal
                           Financial Officer), Pursuant to 18 U.S.C. Section 906
                           of the Sarbanes-Oxley Act of 2002.




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

         (a)      Evaluation of disclosure controls and procedures.

                  Within  the 90 days  prior  to the  date of this  report,  the
                  Company  carried out an evaluation,  under the supervision and
                  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.




                                   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:  02/05/2003



                                       10
<PAGE>

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 02/05/2003


 /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






REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders of
Micropac Industries, Inc.:

We have audited the accompanying balance sheet of Micropac  Industries,  Inc. (a
Delaware  corporation)  as of November 30, 2002,  and the related  statements of
income,  shareholders'  equity,  and cash flows for the year 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 audit.

We conducted our audit 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 audit  provides 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, 2002,  and the results of its operations and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States.


                                                                       KPMG LLP

Dallas, Texas,
January 10, 2003
















                                       11
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders' of
Micropac Industries, Inc.:

We have audited the accompanying balance sheets of Micropac Industries,  Inc. (a
Delaware  corporation)  as of  November  30,  2001  and  2000,  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, 2001 and 2000, 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.


                                                       ARTHUR ANDERSEN LLP
Dallas, Texas,
December 20, 2001




The report that appears  above is a copy of the report  issued by the  Company's
previous  independent   certified  public  accountants,   Arthur  Andersen  LLP.
Representatives  from  Arthur  Andersen  LLP were not  available  to reissue the
report.  This  disclosure  has been  requested  by the  Securities  and Exchange
Commission.



                                       12
<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                                 BALANCE SHEETS
                        AS OF NOVEMBER 30, 2002 AND 2001

                    (Dollars in thousands except share data)

                                 ASSETS                                              2002       2001
                                 ------                                             -------    -------
<S>                                                                                 <C>        <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                       $ 1,296    $ 1,294
    Short-term investments                                                            2,728      2,186
    Receivables, net of allowance for doubtful accounts
        of  $89 for 2002 and 2001                                                     1,801      1,740
    Inventories
        Raw materials and supplies                                                    1,022      1,045
        Work-in-process                                                               1,278      1,142
                                                                                    -------    -------
                  Total inventories                                                   2,300      2,187

    Deferred income taxes                                                               330        273
      Prepaid expenses and other assets                                                  56         83
                                                                                    -------    -------
                  Total current assets                                                8,511      7,763

PROPERTY, PLANT, AND EQUIPMENT, at cost:
    Land                                                                                 80         80
    Buildings                                                                           498        498
    Facility improvements                                                               797        733
    Machinery and equipment                                                           4,955      4,884
        Furniture and fixtures                                                          440        389
                                                                                    -------    -------
           Total property, plant, and equipment                                       6,770      6,584
    Less- accumulated depreciation                                                   (5,719)    (5,472)
                                                                                    -------    -------
        Net property, plant, and equipment                                            1,051      1,112
                                                                                    -------    -------

OTHER ASSETS:
    Long-term investments                                                               112          0

                  Total assets                                                      $ 9,674    $ 8,875
                                                                                    =======    =======

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

CURRENT LIABILITIES:
    Accounts payable                                                                $   501    $   397
    Accrued compensation                                                                256        271
    Accrued professional fees                                                            48         52
    Income taxes payable                                                                109        129
        Property taxes                                                                   67         74
     Commissions payable                                                                 53         46
        Other accrued liabilities                                                       114         72
                                                                                    -------    -------
                  Total current liabilities                                           1,148      1,041

DEFERRED INCOME TAXES                                                                    78         25
COMMITMENTS AND CONTINGENCIES (Note 5)
SHAREHOLDERS' EQUITY:
    Common stock, $.10 par value, authorized 10,000,000 shares, 3,627,151 issued,
        and 3,127,151 outstanding                                                       363        363
    Paid-in capital                                                                     885        885
    Treasury stock, at cost, 500,000 outstanding                                     (1,250)    (1,250)
    Retained earnings                                                                 8,450      7,811
                                                                                    -------    -------
                  Total shareholders' equity                                          8,448      7,809
                                                                                    -------    -------

                  Total liabilities and shareholders' equity                        $ 9,674    $ 8,875
                                                                                    =======    =======
</TABLE>

                See accompanying notes to financial statements.

                                       13
<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                              STATEMENTS OF INCOME
                 FOR THE YEARS ENDED NOVEMBER 30, 2002 AND 2001
                    (Dollars in thousands except share data)



                                                               2002           2001
                                                           -----------    -----------
<S>                                                        <C>            <C>
NET SALES                                                  $    13,062    $    13,423

COSTS AND EXPENSES:
Cost of sales                                                    9,065          9,421
Research and development                                           353            357
Selling, general, and administrative expenses                    2,691          2,723
                                                           -----------    -----------


                  Total costs and expenses                      12,109         12,501
                                                           -----------    -----------

OPERATING INCOME BEFORE INTEREST AND INCOME TAXES                  953            922

Interest income                                                     89            163
                                                           -----------    -----------

INCOME BEFORE INCOME TAXES                                       1,042          1,085

PROVISION (BENEFIT) FOR INCOME TAXES:
    Current                                                        407            502
    Deferred                                                        (4)           (82)
                                                           -----------    -----------

          Total provision for current and deferred taxes           403            420
                                                           -----------    -----------

NET INCOME                                                 $       639    $       665
                                                           ===========    ===========

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

WEIGHTED AVERAGE NUMBER OF SHARES, basic and diluted         3,127,151      3,216,437
                                                           ===========    ===========
</TABLE>










                See accompanying notes to financial statements.

                                       14
<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED NOVEMBER 30, 2002 AND 2001
                             (Dollars in thousands)



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

BALANCE, November 30, 2000    $    363   $    885   $   --      $  7,509    $  8,757

    Common stock repurchase       --         --       (1,250)                 (1,250)
      Dividend                    --         --         --          (363)       (363)
    Net income                    --         --         --           665         665
                              --------   --------   --------    --------    --------
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
                              ========   ========   ========    ========    ========
</TABLE>























                See accompanying notes to financial statements.

                                       15
<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED NOVEMBER 30, 2002 AND 2001
                             (Dollars in thousands)

                                                                           2002       2001
                                                                         -------    -------
<S>                                                                      <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                           $   639    $   665
    Adjustments to reconcile net income to
        net cash provided by operating activities-
           Depreciation and amortization                                     246        272
           Deferred tax provision (benefit)                                   (4)       (82)
    Changes incertain current assets and liabilities-
              (Increase) decrease in receivables, net                        (61)       161
              (Increase)  in inventories                                    (113)       (33)
              (Increase) decrease in prepaid expenses and other assets        27        (46)
              (Decrease) increase in accounts payable                        104       (285)
              (Decrease) increase in accrued compensation                    (15)        25
              (Decrease) increase in income taxes payable                    (20)        28
              (Decrease) increase in all other accrued liabilities            38       (117)
                                                                         -------    -------

                  Net cash provided by operating activities                  841        588

CASH FLOWS FROM INVESTING ACTIVITIES:
    Changes in investments                                                  (654)     1,232
    Additions to property, plant, and equipment                             (185)      (162)
                                                                         -------    -------

                  Net cash provided by (used in) investing activities       (839)     1,070


CASH FLOWS FROM FINANCING ACTIVITIES:
    Common stock repurchase                                                 --       (1,250)
     Dividends paid                                                         --         (363)
                                                                         -------    -------

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

NET INCREASE IN CASH AND CASH EQUIVALENTS                                      2         45

CASH AND CASH EQUIVALENTS, beginning of year                               1,294      1,249
                                                                         -------    -------

CASH AND CASH EQUIVALENTS, end of year                                   $ 1,296    $ 1,294
                                                                         =======    =======

SUPPLEMENTAL CASH FLOW DISCLOSURES:
        Cash paid for income taxes, net of refunds received              $   371    $   437
                                                                         =======    =======
</TABLE>





                See accompanying notes to financial statements.

                                       16
<PAGE>

                            MICROPAC INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2002 AND 2001



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.

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, 2002 and 2001.  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.

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. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed


                                       17
<PAGE>

of: "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."

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 2002 and 2001, 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.

Reclassifications

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

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

During fiscal 2002, the Company renewed an  uncollateralized  $3,000,000 line of
credit  agreement with a bank. The interest rate is equal to the prime rate less
1/4%.  The line of credit  expires on June 7, 2003. 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 2002 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 2002
approximated $38,000 and $37,000 in 2001.  Management believes that fees charged
under this agreement were negotiated at arms length and represent market rates.

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.

On January 15, 2001, the Company's Board of Directors approved the repurchase of
500,000 shares of common stock from a major  shareholder  and senior  management
person  within  the  Company.  The  repurchase  price was based  primarily  on a


                                       18
<PAGE>

valuation of the Company by an outside  consulting  firm. The agreed to price of
$2.50 per share was paid on February 5, 2001.

Effective  February 5, 2001,  the Company  entered  into an  agreement  with Mr.
Nicholas  Nadolsky,  the Company's  immediate past Chief  Executive  Officer and
Chairman  of the Board,  under the terms of which the Company may be required to
purchase Mr. Nadolsky's 548,836 shares of stock under certain circumstances. The
circumstances are Mr. Nadolsky's death,  permanent  disability or termination of
employment with the Company.  Mr. Nadolsky is currently on medical leave,  which
medical leave (and Mr. Nadolsky's employment agreement) will terminate on May 1,
2003,  at which time the Company may be  required  to  purchase  Mr.  Nadolsky's
shares of Company's common stock.


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

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

         Balance, November 30, 2001     $ 18,000
         Expense for repaired product   $(31,800)
         Product warranty accruals      $ 41,900
                                        --------
         Balance, November 30, 2002     $ 28,100


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

Rent  expenses in total for the years  ended  November  30, 2001 and 2000,  were
approximately $42,000 for each year.

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 are approximately:

                  2003                                                  $ 38,000
                  2004                                                  $ 19,000
                                                                        --------
                                                              Total     $ 57,000

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  $165,000  in 2002  and
$140,000 in 2001. 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
         ------------------------

Financial  Accounting  Standards Board (FASB) Statement No. 143,  Accounting for
Asset  Retirement   Obligations
FASB  Statement  No.  143  addresses  financial  accounting  and  reporting  for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement  costs. It applies to legal  obligations  associated
with the  retirement  of  long-lived  assets that  result from the  acquisition,
construction,  development and (or) the normal operation of a long-lived  asset,
except  for  certain  obligations  of  lessees.  The  Board  concluded  that all
retirement  obligations  within  the  scope  of this  Statement  that  meet  the
definition  of a  liability  in FASB  Concepts  Statement  No.  6,  Elements  of
Financial  Statements,  should be recognized as a liability when the recognition
criteria in FASB  Concepts  Statement  No. 5,  Recognition  and  Measurement  in
Financial  Statements of Business  Enterprises,  are met. The Board also decided
that the  liability  for an asset  retirement  obligation  should  be  initially


                                       19
<PAGE>

recognized at its estimated  fair value as discussed in FASB Concepts  Statement
No. 7, Using Cash Flow Information and Present Value in Accounting Measurements.
This  statement is effective  for financial  statements  issued for fiscal years
beginning  after June 15, 2002. The Company is currently  evaluating the impacts
of this Statement on their financial statements.

FASB Statement No. 144,  Accounting For the Impairment or Disposal of Long-Lived
Assets
FASB  Statement No. 144 supersedes  FASB  Statement No. 121,  Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and
supersedes  the  accounting  and  reporting  provisions  of APB  Opinion No. 30,
Reporting  the  Results of  Operations--Reporting  the  Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions.  FASB Statement No. 144 has broadened the presentation
of  discontinued  operations  to include  more  disposal  transactions,  and has
enhanced  management's  ability to  provide  information  that  helps  financial
statement  users to assess the effects of a disposal  transaction on the ongoing
operations  of an entity.  Statement  No.  144 is  effective  for  fiscal  years
beginning after December 15, 2001 and interim periods within those fiscal years.
The  Company is  currently  evaluating  the impacts of this  Statement  on their
financial statements.

FASB  Statement  No.  145,  Rescission  of FASB  Statements  No. 4, 44,  and 64,
Amendment of FASB Statement No. 13, and Technical Corrections
This Statement  rescinds FASB  Statement No. 4, Reporting  Gains and Losses from
Extinguishment  of Debt, and an amendment of that Statement,  FASB Statement No.
64,  Extinguishments  of Debt Made to Satisfy  Sinking-Fund  Requirements.  This
Statement also rescinds FASB Statement No. 44,  Accounting for Intangible Assets
of Motor Carriers.  This Statement amends FASB Statement No. 13,  Accounting for
Leases,  to  eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions.   This  Statement   also  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe their applicability  under changed  conditions.  The provisions of this
standard  relating  to the  recession  of  Statement  No. 4 applies  to  periods
beginning  after  May 15,  2002.  All other  provisions  are  effective  for all
transactions entered into after May 15, 2002. The adoption of this Statement has
had no impact on the Company.

FASB Statement No. 146 - Accounting for Costs  Associated  with Exit or Disposal
Activities
This Statement addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues Task Force (EITF)
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)."  The principal difference between this Statement and Issue 94-3
relates to its requirements for recognition of a liability for a cost associated
with an exit or disposal activity.  This Statement requires that a liability for
a cost  associated  with an exit or  disposal  activity be  recognized  when the
liability is incurred. Under Issue 94-3, a liability for an exit cost as defined
in Issue 94-3 was  recognized  at the date of an entity's  commitment to an exit
plan. A fundamental conclusion reached by the Board in this Statement is that an
entity's  commitment to a plan, by itself,  does not create a present obligation
to others that meets the  definition of a liability.  Therefore,  this Statement
eliminates  the  definition and  requirements  for  recognition of exit costs in
Issue 94-3. This Statement also establishes that fair value is the objective for
initial  measurement  of the  liability.  The  provisions of this  Statement are
effective for exit or disposal  activities that are initiated after December 31,
2002,  with  early  application  encouraged.  The  adoption  of  this  Statement
currently has no impact on the Company.


FASB Interpretation No. 45, Guarantor's  Accounting and Disclosure  Requirements
for Guarantees,  Including  Indirect  Guarantees of  Indebtedness of Others:  an
interpretation  of FASB  Statements  No. 5, 57, and 107 and  rescission  of FASB
Interpretation No. 34, November 2002.
Interpretation  45 applies to  guarantors  only and  applies  only to direct and
indirect guarantees with specified contract characteristics. Some guarantees and
indemnification  agreements are excluded from the entire interpretation.  Others
are excluded solely from the initial  recognition  and  measurement  provisions.
Guarantees  explicitly  covered by the  Interpretation  can be summarized by two
characteristics:  Payments under the conditions of the guarantee are required if
another  entity fails to perform under an  obligation  agreement or if there are
specified  changes in an  "underlying"  that is related to a guaranteed  party's
asset,  liability, or equity security (for example,  indemnification  agreements
and indirect  guarantees  of  indebtedness).  This  Interpretation  has expanded
disclosure  requirements  regarding  guarantees and the initial  recognition and
initial   measurement   requirements   of  the   Interpretation   are  effective
prospectively  for  guarantees  issued or  modified  after  December  31,  2002.

                                       20
<PAGE>

However,  the  disclosure  requirements  are effective  for  financial-statement
periods  ending  after  December 15,  2002.  The Company has  complied  with the
disclosure requirements.


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

The Company  accounts for its income  taxes  according to Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes."

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

                                                           2002         2001
                                                         ---------    ---------
         Current Provision -
             Federal                                     $ 338,000    $ 442,000
             State                                          69,000       60,000
                                                         ---------    ---------
                                                           407,000      502,000
         Deferred (Benefit) Provisio -

             Federal                                        (4,000)     (82,000)
                                                         ---------    ---------

                      Total                              $ 403,000    $ 420,000
                                                         =========    =========

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

                                                     2002       2001
                                                   --------   --------
      Tax at 34% statutory rate                    $354,000   $369,000
      State income taxes, net of federal benefit     44,000     39,600
      Other                                           5,000     11,400
                                                   --------   --------

               Income tax provision                $403,000   $420,000
                                                   ========   ========

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

                                                                                      Deferred
                                                              November 30, 2002       (Benefit)       November 30, 2001
                                                              -----------------   -----------------   -----------------
 <S>                                                           <C>                 <C>                 <C>
            Current Deferred Taxes -
                 Allowance for doubtful accounts              $          33,000   $            --     $          33,000
                 Inventory                                              221,000              42,000             179,000
                 Accrued liabilities and other                           76,000              15,000              61,000
                                                              -----------------   -----------------   -----------------
                     Net current deferred tax asset           $         330,000   $          57,000   $         273,000
                                                              =================   =================   =================

            Non-current Deferred Taxes -
                 Depreciation and other                       $          78,000   $          53,000   $          25,000
                                                              -----------------   -----------------   -----------------

                     Net non-current deferred tax liability   $          78,000   $          53,000   $          25,000
                                                              =================   -----------------   =================

         Deferred tax benefit                                                     $           4,000
                                                                                  =================
</TABLE>







                                       21
<PAGE>

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 69% of total sales in 2002 and
66% of total sales in 2001.  During  2002,  the Company  had one  customer  that
accounted  for 13% of the  Company's  annual sales  compared to two customers in
2001 that accounted for 14% and 10% respectively of the Company's annual sales.

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

On November 30, 2002, there were approximately 576 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.

On January  10,  2001,  the  Company's  Board of  Directors  approved a dividend
declaration  of $0.10 per share for  shareholders  of record as of  February  1,
2001. The dividend was paid to shareholders  on February 20, 2001.  There are no
plans at this time to approve the payment of an additional dividend.

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

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

On  January  28,  2003,  the  Company's  Board of  Directors  approved a special
dividend  declaration  of $0.10  per  share  for  shareholders  on  record as of
February 10, 2003.















                                       22
<PAGE>







                             DIRECTORS AND OFFICERS
                                NOVEMBER 30, 2002






                                   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.
















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



                                       23
<PAGE>

CERTIFICATIONS

I, Connie Wood, certify that:

1. I have  reviewed  this annual  report on Form 10-KSB of Micropac  Industries,
Inc;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: January 24, 2003



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





                                       24
<PAGE>

I, Patrick Cefalu, certify that:

1. I have  reviewed  this annual  report on Form 10-KSB of Micropac  Industries,
Inc;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: January 24, 2003




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





                                       25