November 22, 2024

Mark King
Chief Executive Officer
MICROPAC INDUSTRIES, INC
1655 State Hwy 66
Garland, Texas 75040

       Re: MICROPAC INDUSTRIES, INC
           Preliminary Merger Information Statement on Schedule 14C
           Filed November 12, 2024
           File No. 000-05109
Dear Mark King:

       We have reviewed your filing and have the following comment(s).

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Preliminary Merger Information Statement on Schedule 14C
The Merger
Background of the Merger, page 13

1.     Please expand this section to discuss the following:
           Revise to specify which party initiated the deal.
           We note your disclosure on page 14 that the Micropac Board and
management
           considered potential strategic alternatives. Revise to elaborate on
these
           alternatives and whether the Micropac Board and management pursued
these
           alternate transactions. If not, discuss why. If so, discuss what
factors led the
           Micropac Board to choose this transaction over any others.
           We note your disclosure on page 15 that Teledyne   s initial
non-binding letter of
           intent contemplated an all-cash transaction at a purchase price of
$20.00 per share
           of Micropac Common Stock, which is the same as the final
consideration in the
           executed Merger Agreement. Revise to discuss how the parties
negotiated the
           material terms of the Merger from the non-binding letter of intent
until the
           execution of the Merger Agreement. In this regard, discuss what was
proposed by
 November 22, 2024
Page 2

          one party with respect to the deal value and whether a counteroffer
was made. If
          there was a counteroffer, discuss how the parties came to an
agreement on the
          final material term.
Opinion of Financial Advisor
General, page 28

2.     Please revise your disclosure to quantify the compensation paid and to
be paid to
       Mesirow for its services related to the Merger. Further, please revise
to quantify any
       fees paid to Mesirow and its affiliates relating to any material
relationship that existed
       during the past two years between you and your affiliates and Mesirow
and its
       affiliates. Refer to Item 1015(b)(4) of Regulation MA.
3.     Refer to page E-3 of Annex E. We note the disclosure that this opinion
 may not be
       relied upon by any other person or entity (including, without
limitation, security
       holders, creditors or other constituents of the Company).    Please have
Mesirow
       provide an updated opinion that eliminates the limitation on reliance.
Further, we note
       the disclosure that this opinion may not be    used for any other
purpose without our
       prior written consent.    Please revise the opinion to confirm whether
Mesirow consents
       to the use of its opinion for your filing.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at
202-551-3397 with
any questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Manufacturing
cc:   Matthew L. Fry