SecProbe.io

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Mr. Thomas A. Jones
Senior Attorney
Division of Corporation Finance
U.S. Securities and Exchange Commission
Washington, D.C. 20549

Re:  Micropac Industries, Inc
     Form 10-KSB for year ended November 30, 2004
     File No. 0-05109

Dear Mr. Jones

This letter is Micropac  Industries,  Inc.'s response to your letter dated March
31,2005. We respectfully request that you allow us to forego amending previously
filed reports and to include the following  responses in future filings with the
SEC,  since we do not  believe  the  additional  information  is material to the
presentation of the Company's business and financial position.

Responses on your comments.

#1 - Cover page will be modified to provide  aggregate market value and describe
documents by reference in future filings as shown below.

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

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

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

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

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

                          DOCUMENTS INCORPORATED BY REFERENCE

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

#2 We agree to expand on  principal  products  and markets on future  filings to
include additional language as shown below.
#3 We agree to expand on  development  of business on future  filings to include
additional language as shown below.
#4 We agree to expand on  disclosures  on future  filings to include  additional
language as shown below.

                                       1
<PAGE>

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

The business was started in 1963 as a sole proprietorship. On March 3, 1969, the
Company was incorporated  under the name of "Micropac  Industries,  Inc." in the
state of Delaware.  The stock was publicly held by 559  shareholders on November
30, 2004.

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 50% of the
Company's  sales for the fiscal year ended  November 30, 2004, and 52% in fiscal
2003;  standard components are estimated to account for approximately 50% of the
Company's  sales for the fiscal year ended November 30, 2004, and 48% for fiscal
2003.

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

The Company's  core  technology is the packaging and  interconnect  of miniature
electronic  components,  utilizing thick film and thin film substrates,  forming
microelectronics  circuits.  Other technologies include light emitting and light
sensitive  materials and products,  including  light emitting diodes and silicon
phototransistors   used  in  the  Company's   optoelectronic   components,   and
assemblies. The Company's basic products and technologies include:
         Custom design hybrid microelectronic circuits
         Solid state relays and power controllers
         Custom optoelectronic assemblies and components
         Optocouplers
         Light-emitting diodes
         Hall-Effect devices
         Displays
         Power operational amplifiers
         Fiber optic components and assemblies
         High temperature (200(0) C) products

Micropac's  products are  primarily  sold to original  equipment  manufacturer's
(OEM) who serve the following major markets:
         Military/Aerospace - aircraft instrumentation, guidance and navigations
         systems, control circuitry, power supplies, laser positioning
         Space - control circuitry, power monitoring and sensing
         Industrial - power control equipment, robotics
         Medical

The Company's major customers are Lockheed  Martin,  Northrop  Grumman,  Boeing,
Raytheon,  BAE,  Honeywell,  Rockwell Int'l,  Newport,  Advanced Energy, and St.
Jude.

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

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

                                       2
<PAGE>

The  Company is not  currently  impacted  by export  restrictions  on  sensitive
technology.  Five  (5) of  the  Company's  principal  product  families  require
government approval.  Further, a significant portion of our business is military
and is dependent on maintaining our facility  certification  sto  MIL-PRF-38534,
MIL-PRF-19500 and MIL-PRF-28750.  We expect to maintain these certifications and
qualifications;  however, the loss of any of these  ceritifications would have a
significant impact on our business.

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

In  2004,  the  Company's   investment  in  technology   through   research  and
development,  which was expensed,  totaled  approximately  $438,000 ($303,000 in
2003).  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  introduced new Solid State Power controllers as the next generation
of solid state relays with enhanced  ruggedness and voltage and current carrying
capabilities.  Micropac's SSPCs feature both an instantaneous  over current trip
as well as I^2T which  compares  power used over time.  These devices range from
28VDC to 400VDC and from 5A to 40Amps.  The SSPC Product Family is fully capable
of being Class K screened per MIL-PRF 38534 and come in a Rad Tolerant  version.
Micropac  strives to provide the greatest  power density per package  volume and
strives to meet the stringent  efficiency  requirements  of customers in today's
market.

In addition to the  Company's  investment in research and  development,  various
customers paid the Company approximately $1,500,000 in non-recurring engineering
costs   associated   with  the  development  of  custom  products  for  specific
applications.

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

#5 We agree to expand on  Markets  and  Customers  on future  filings to include
additional language as shown below.

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  25% of the sales for fiscal
year  2004  (17% in 2003)  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 major industrial
customer  has opened an operation in China and during 2004 moved a major part of
their domestic  operations to China. This customer,  Advanced Energy Industries,
Inc., accounted for 22% of international sales, and their contract  manufacturer
in China,  Celestica,  accounted for 41% of  international  sales.  During 2004,
these  two  customers  accounted  for 8% and 10% of the  Company's  total  sales
compared to 11% and 7% for the year ended November 30, 2003. Advanced Energy has
been a major customer since 1996 and averaged 18% of the Company's  sales during
this10 year period from a high of 20% to a low of 14%.

#6&7 We agree to add Risk factor of major shareholder  control on future filings
to include additional language as shown below.

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

Majority Shareholder Control

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

#8 No change on Pricing - The  Company  does not have any  "material  definitive
agreements"  that were not made in the "ordinary  course of  business,"  and any
material  amendment of such an agreement that provides for obligations  that are
material to and enforceable  against the Company, or rights that are material to
the Company and enforceable by the Company.  The company assessed materiality on
their own  considering  quantitative  and qualitative  factors under  prevailing
legal principles.

                                       3
<PAGE>

Pricing Pressures.

The Company continues to experience  pricing pressures 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 request
similar  price  reduction  from  its  supplier  chain.  If  one or  both  of the
approaches by the Company does not succeed,  product gross margins will decrease
affecting the Company's net earnings.

# 9 Limited  insurance  coverage - As stated it is the opinion of the  Company's
management,  and its' insurance advisors,  the Company is adequately insured and
do not wish to disclose actual policy and coverage amounts

Insurance Coverage

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

#10 Shortages - no change

Component Shortages or Obsolescence.

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

#11 We agree to expand on Competition  on future  filings to include  additional
language as shown below.

COMPETITION

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