As filed with the Securities and Exchange Commission on September 30, 1997


                                                    Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            MERRIMAC INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

      New Jersey                                           22-1642321
(State or Other Jurisdiction of                         (I.R.S. Employer 
 Incorporation or Organization)                          Identification No.)

            41 Fairfield Place, West Caldwell, New Jersey 07006-6287
               (Address of Principal Executive Offices) (Zip Code)


                            MERRIMAC INDUSTRIES, INC.
                            LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)


      MASON N. CARTER                                      Copy to:
 President, Chief Executive                           THOMAS C. MERIAM, ESQ.
    Officer and Director                              CHADBOURNE & PARKE LLP
  MERRIMAC INDUSTRIES, INC.                            30 Rockefeller Plaza
     41 Fairfield Place                               New York, New York 10112
West Caldwell, New Jersey 07006-6287
(Name and Address of Agent For Service)

   Telephone Number, Including Area Code, of Agent For Service: (201) 575-1300


                         CALCULATION OF REGISTRATION FEE

Title of                          Proposed          Proposed
securities                         maximum           maximum          Amount of
  to be         Amount to be    offering price      aggregate      registration
registered       registered        per share*     offering price**       fee

Common Stock,
Par Value       250,000 shares    $18.4375          $4,609,375         $1,397.00
$.50 per
share

------------
*     Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of
      the average of the high and low prices ($18.875 and $18.00, respectively)
      on September 26, 1997 for the Company's Common Stock on the American Stock
      Exchange.

**    There are also registered hereunder such indeterminate number of
      additional shares as may become subject to awards under the Plan as a
      result of the antidilution provision contained therein.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Registrant with the Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:

                 (i) Registrant's Annual Report on Form 10-KSB for the fiscal
         year ended December 28, 1996, filed pursuant to Section 13(a) or 15(d)
         of the Securities Exchange Act of 1934 (the "Exchange Act"), which
         incorporates by reference certain information, including the
         Registrant's 1996 consolidated financial statements contained in its
         1996 Annual Report to Stockholders;

                (ii) all other reports filed by Registrant pursuant to Section
         13(a) or 15(d) of the Exchange Act since December 28, 1996; and

               (iii) the description of Registrant's Common Stock contained in
         Registrant's Application for Registration on Form 8-B dated July 20,
         1994.

         All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

Item 4.  Description of Securities.

         This Item is not applicable as Registrant's Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         This Item is not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 14A:3-5 of the New Jersey Business Corporation Act provides in
part as follows:

         "(2) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent*
against his expenses and liabilities in 


------------
*    A corporate agent is defined by Section 14A:3-5(1)(a) to include any person
     who is or was a director, officer, employee or agent of the indemnifying
     corporation.

<PAGE>

connection with any proceeding involving the corporate agent by reason of his
being or having been such a corporate agent, other than a proceeding by or in
the right of the corporation, if

                  (a) such corporate agent acted in good faith and in a manner
         he reasonably believed to be in or not opposed to the best interests of
         the corporation; and

                  (b) with respect to any criminal proceeding, such corporate
         agent had no reasonable cause to believe his conduct was unlawful. The
         termination of any proceeding by judgment, order, settlement,
         conviction or upon a plea of nolo contendere or its equivalent, shall
         not of itself create a presumption that each corporate agent did not
         meet the applicable standards of conduct set forth in paragraphs
         14A:3-5(2)(a) and 14A:3-5(2)(b).

         "(3) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses in connection with any proceeding by or in the right of the
corporation to procure a judgment in its favor which involves the corporate
agent by reason of his being or having been such corporate agent, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or matter as to
which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the court
in which such proceeding was brought shall determine upon application that
despite the adjudication of liability, but in view of all circumstances of the
case, such corporate agent if fairly and reasonably entitled to indemnity for
such expenses as the Superior Court or such other court shall deem proper.

         "(4) Any corporation organized for any purpose under any general or
special law of this State shall indemnify a corporate agent against expenses to
the extent that such corporate agent has been successful on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3)
or in defense of any claim, issue or matter therein.

         "(5) Any indemnification under subsection 14A:3-5(2) and, unless
ordered by a court, under subsection 14A:3-5(3) may be made by the corporation
only as authorized in a specific case upon a determination that indemnification
is proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3).
Unless otherwise provided in the certificate of incorporation or bylaws, such
determination shall be made

                  (a) by the board of directors or a committee thereof, acting
         by a majority vote of a quorum consisting of directors who were not
         parties to or otherwise involved in the proceeding; or

                  (b) if such a quorum is not obtainable, or, even if obtainable
         and such quorum of the board of directors or committee by a majority
         vote of the disinterested directors so directs, by independent legal
         counsel, in a written opinion, such counsel to be designated by the
         board of directors; or

                  (c) by the shareholders if the certificate of incorporation or
         bylaws or a resolution of the board of directors or of the shareholders
         so directs.

         "(6) Expenses incurred by a corporate agent in connection with a
proceeding may be paid by the corporation in advance of the final disposition of
the proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such 




                                      II-2
<PAGE>

amount if it shall ultimately be determined that he is not entitled to be
indemnified as provided in this section.

         "(7)(a) If a corporation upon application of a corporate agent has
failed or refused to provide indemnification as required under subsection
14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6),
a corporate agent may apply to a court for an award of indemnification by the
corporation, and such court

                 (i) may award indemnification to the extent authorized under
         subsections 14A:3-5(2) and 14A:3-5(3) and shall award indemnification
         to the extent required under subsection 14A:3-5(4), notwithstanding any
         contrary determination which may have been made under subsection
         14A:3-5(5); and

                (ii) may allow reasonable expenses to the extent authorized by,
         and subject to the provisions of, subsection 14A:3-5(6), if the court
         shall find that the corporate agent has by his pleadings or during the
         course of the proceeding raised genuine issues of fact or law.

                                      * * *

         "(8) The indemnification and advancement of expenses provided by or
granted pursuant to the other subsections of this section shall not exclude any
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to which
a corporate agent may be entitled under a certificate of incorporation, bylaw,
agreement, vote of shareholders, or otherwise; provided that no indemnification
shall be made to or on behalf of a corporate agent if a judgment or other final
adjudication adverse to the corporate agent establishes that his acts or
omissions (a) were in breach of his duty of loyalty to the corporation or its
shareholders, as defined in subsection (3) of N.J.S.14A:2-7, (b) were not in
good faith or involved a knowing violation of law or (c) resulted in receipt by
the corporate agent of an improper personal benefit.

         "(9) Any corporation organized for any purpose under any general or
special law of this State shall have the power to purchase and maintain
insurance on behalf of any corporate agent against any expenses incurred in any
proceeding and any liabilities asserted against him by reason of his being or
having been a corporate agent, whether or not the corporation would have the
power to indemnify him against such expenses and liabilities under the
provisions of this section. The corporation may purchase such insurance from, or
such insurance may be reinsured in whole or in part by, an insurer owned by or
otherwise affiliated with the corporation, whether or not such insurer does
business with other insureds.

         "(10) The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate of
incorporation or bylaws authorizing the exercise of such powers.

         "(11) Except as required by subsection 14A:3-5(4), no indemnification
shall be made or expenses advanced by a corporation under this section, and none
shall be ordered by a court, if such action would be inconsistent with a
provision of the certificate of incorporation, a bylaw, a resolution of the
board of directors or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or the
rights of indemnification to which a corporate agent may be entitled."




                                      II-3
<PAGE>

         Section 12 of Registrant's By-laws provides as follows:

         "12.1 Indemnification of Directors and Officers. [Registrant] shall, to
the fullest extent permitted by applicable law, indemnify any person (and the
heirs, executors and administrators thereof) who was or is made, or threatened
to be made, a party to an action, suit or proceeding, whether civil, criminal,
administrative or investigative, whether involving any actual or alleged breach
of duty, neglect or error, any accountability, or any actual or alleged
misstatement, misleading statement or other act or omission and whether brought
or threatened in any court or administrative or legislative body or agency,
including an action by or in the right of [Registrant] to procure a judgment in
its favor and an action by or in the right of any other corporation of any type
or kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of [Registrant]
is serving or has served in any capacity at the request of [Registrant], by
reason of the fact that he, his testator or intestate is or was a director or
officer of [Registrant], or is serving or has served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement, and costs,
charges and expenses, including attorneys' fees, incurred therein or in any
appeal thereof.

         "12.2. Indemnification of Others. [Registrant] shall indemnify other
persons and reimburse the expenses thereof, to the extent required by applicable
law, and may indemnify any other person to whom [Registrant] is permitted to
provide indemnification or the advancement of expenses, whether pursuant to
rights granted pursuant to, or provided by, the New Jersey Business Corporation
Act or otherwise.

         "12.3. Advances or Reimbursement of Expenses. [Registrant] shall, from
time to time, reimburse or advance to any person referred to in Section 12.1 the
funds necessary for payment of expenses, including attorneys' fees, incurred in
connection with any action, suit or proceeding referred to in Section 12.1, upon
receipt of a written undertaking by or on behalf of such person to repay such
amount(s) if a judgment or other final adjudication adverse to the director or
officer establishes that his acts or omissions (i) constitute a breach of his
duty of loyalty to [Registrant] or its shareholders, (ii) were not in good
faith, (iii) involved a knowing violation of law, (iv) resulted in his receiving
an improper personal benefit, or (v) were otherwise of such a character that New
Jersey law would require that such amount(s) be repaid.

         "12.4. Service of Certain Entities Deemed Requested. Any director or
officer of [Registrant] serving (i) another corporation, of which a majority of
the shares entitled to vote in the election of its directors is held by
[Registrant], or (ii) any employee benefit plan of [Registrant] or any
corporation referred to in clause (i), in any capacity shall be deemed to be
doing so at the request of [Registrant].

         "12.5. Interpretation. Any person entitled to be indemnified or to the
reimbursement or advancement of expenses as a matter of right pursuant to this
Article may elect to have the right to indemnification (or advancement of
expense) interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the action, suit or
proceeding, to the extent permitted by applicable law, or on the basis of the
applicable law in effect at the time indemnification is sought.

         "12.6. Indemnification Right. The right to be indemnified or to the
reimbursement or advancement of expenses pursuant to this Article (i) is a
contract right pursuant to which the person entitled thereto may bring suit as
if the provisions hereof were set forth in a separate written contract between
[Registrant] and the director or officer, (ii) is intended to be retroactive and
shall be available with respect to events occurring prior to the adoption
hereof, (iii) shall continue to exist after any elimination of or amendment to
this Article 12 hereof with respect to 




                                      II-4
<PAGE>

events occurring prior thereto, and (iv) and shall not be deemed exclusive of
any other rights to which any person claiming indemnification hereunder may be
entitled.

         "12.7. Indemnification Claims. If a request to be indemnified or for
the reimbursement or advancement of expenses pursuant hereto is not paid in full
by [Registrant] within thirty days after a written claim has been received by
[Registrant], the claimant may at any time thereafter bring suit against
[Registrant] to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled also to be paid the expenses of
prosecuting such claim. Neither the failure of [Registrant] (including its Board
of Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by [Registrant] (including its Board
of Directors, independent legal counsel, or its shareholders) that the claimant
is not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.

         "12.8. Insurance. [Registrant] may maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of [Registrant],
whether or not [Registrant] would have the power to provide indemnification to
such person."

         Registrant has procured insurance protecting it under its obligation to
indemnify officers and directors against certain types of liabilities (including
certain liabilities under the Securities Act of 1933) that may be incurred by
them in the performance of their duties and affording protection to such
officers and directors in certain areas to which the corporate indemnity does
not extend, all within specified limits and subject to specified deductions.

Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.

Item 8.  Exhibits.

        3(i)(a).       Certificate of Incorporation of Registrant
                       (incorporated herein by reference to Exhibit B of
                       Registrant's definitive Proxy Statement for its 1994
                       Annual Meeting), as modified by paragraph 2.1 of the
                       Plan of Reorganization and Agreement of Merger dated as
                       of March 11, 1994 (incorporated herein by reference to
                       Exhibit A of Registrant's definitive Proxy Statement
                       for its 1994 Annual Meeting).

        3(ii)(a)       By-laws of Registrant (incorporated herein by reference
                       to Exhibit 3(ii)(b) to the Registration Statement on
                       Form S-8 of the Registrant (Registration No. 333-36199)).

        5a1.           Opinion of McCarter & English, counsel for Registrant,
                       covering shares of the Company's Common Stock issuable
                       under the Merrimac Industries, Inc. Long-Term Incentive
                       Plan.

        10a1.          Merrimac Industries, Inc. Long-Term Incentive Plan
                       (incorporated herein by reference to Exhibit A of
                       Registrant's definitive Proxy Statement for its 1997
                       Annual Meeting).

        23a1.          Consent of J.H. Cohn LLP, independent public accountants.




                                      II-5
<PAGE>


Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                (i)   Include any prospectus required by Section 10(a)(3) of 
                      the Securities Act;

               (ii)   Reflect in the prospectus any facts or events which,
                      individually or together, represent a fundamental change
                      in the information set forth in this Registration
                      Statement. Notwithstanding the foregoing, any increase or
                      decrease in the volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high end of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the changes in volume and price represent no more than a
                      20 percent change in the maximum aggregate offering price
                      set forth in the "Calculation of Registration Fee" table
                      in this Registration Statement.

              (iii)   Include any additional or changed material information on
                      the plan of distribution;

provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

           (2) That, for determining liability under the Securities Act of 1933,
each such post-effective amendment shall be treated as a new registration
statement of the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.










                                      II-6
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Caldwell, State of New Jersey, on this 30th day
of September, 1997.

                                       By   /s/ Mason N. Carter
                                          ------------------------- 
                                          Mason N. Carter
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 30th day of September, 1997.

           Signature                                   Title

           /s/ Mason N. Carter                  Chairman of the Board, 
         -------------------------              President, Chief Executive
         (Mason N. Carter)                      Officer and Director
                                                (principal executive officer)

           /s/ Eugene W. Niemiec                Vice Chairman and 
         -------------------------              Chief Technology Officer and
         (Eugene W. Niemiec)                    Director

           /s/ Arthur A. Oliner                 Director
         -------------------------
         (Arthur A. Oliner)

                                                Director
         -------------------------
         (Albert H. Cohen)

           /s/ Robert V. Condon                 Vice President-Finance,
         -------------------------              Treasurer, Secretary and
         (Robert V. Condon)                     Chief Financial Officer
                                                (principal financial and
                                                 accounting officer)











                                      II-7
<PAGE>


                                INDEX TO EXHIBITS


    Exhibit No.             Description of Exhibit                     Page

       5a1       -     Opinion of McCarter & English, counsel for Registrant,
                        covering shares of the Company's Common Stock issuable
                        under the Merrimac Industries, Inc. Long-Term Incentive
                        Plan.

       23a1      -     Consent of J.H. Cohn LLP, independent public accountants.
[{"type": "S-8", "sequence": "1", "description": "MERRIMAC INDUSTRIES (LTIP)", "secsgml_size_bytes": 26667}]
{"company-data": {"conformed-name": "MERRIMAC INDUSTRIES INC", "cik": "0000706864", "assigned-sic": "3663", "irs-number": "221642321", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36795", "film-number": "97688751"}, "business-address": {"street1": "41 FAIRFIELD PL", "city": "W CALDWELL", "state": "NJ", "zip": "07006-0986", "phone": "2015751300"}, "mail-address": {"street1": "41 FAIRFIELD PLACE", "city": "WEST CALDWELL", "state": "NJ", "zip": "07007-0986"}}
As filed with the Securities and Exchange Commission on September 30, 1997

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            MERRIMAC INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

      New Jersey                                           22-1642321
(State or Other Jurisdiction of                         (I.R.S. Employer 
 Incorporation or Organization)                          Identification No.)

            41 Fairfield Place, West Caldwell, New Jersey 07006-6287
               (Address of Principal Executive Offices) (Zip Code)

                            MERRIMAC INDUSTRIES, INC.
                            LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

      MASON N. CARTER                                      Copy to:
 President, Chief Executive                           THOMAS C. MERIAM, ESQ.
    Officer and Director                              CHADBOURNE & PARKE LLP
  MERRIMAC INDUSTRIES, INC.                            30 Rockefeller Plaza
     41 Fairfield Place                               New York, New York 10112
West Caldwell, New Jersey 07006-6287
(Name and Address of Agent For Service)

   Telephone Number, Including Area Code, of Agent For Service: (201) 575-1300

                         CALCULATION OF REGISTRATION FEE

Title of                          Proposed          Proposed
securities                         maximum           maximum          Amount of
  to be         Amount to be    offering price      aggregate      registration
registered       registered        per share*     offering price**       fee

Common Stock,
Par Value       250,000 shares    $18.4375          $4,609,375         $1,397.00
$.50 per
share

------------
*     Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of
      the average of the high and low prices ($18.875 and $18.00, respectively)
      on September 26, 1997 for the Company's Common Stock on the American Stock
      Exchange.

**    There are also registered hereunder such indeterminate number of
      additional shares as may become subject to awards under the Plan as a
      result of the antidilution provision contained therein.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Registrant with the Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:

                 (i) Registrant's Annual Report on Form 10-KSB for the fiscal
         year ended December 28, 1996, filed pursuant to Section 13(a) or 15(d)
         of the Securities Exchange Act of 1934 (the "Exchange Act"), which
         incorporates by reference certain information, including the
         Registrant's 1996 consolidated financial statements contained in its
         1996 Annual Report to Stockholders;

                (ii) all other reports filed by Registrant pursuant to Section
         13(a) or 15(d) of the Exchange Act since December 28, 1996; and

               (iii) the description of Registrant's Common Stock contained in
         Registrant's Application for Registration on Form 8-B dated July 20,
         1994.

         All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

Item 4.  Description of Securities.

         This Item is not applicable as Registrant's Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         This Item is not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 14A:3-5 of the New Jersey Business Corporation Act provides in
part as follows:

         "(2) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent*
against his expenses and liabilities in 

------------
*    A corporate agent is defined by Section 14A:3-5(1)(a) to include any person
     who is or was a director, officer, employee or agent of the indemnifying
     corporation.
connection with any proceeding involving the corporate agent by reason of his
being or having been such a corporate agent, other than a proceeding by or in
the right of the corporation, if

                  (a) such corporate agent acted in good faith and in a manner
         he reasonably believed to be in or not opposed to the best interests of
         the corporation; and

                  (b) with respect to any criminal proceeding, such corporate
         agent had no reasonable cause to believe his conduct was unlawful. The
         termination of any proceeding by judgment, order, settlement,
         conviction or upon a plea of nolo contendere or its equivalent, shall
         not of itself create a presumption that each corporate agent did not
         meet the applicable standards of conduct set forth in paragraphs
         14A:3-5(2)(a) and 14A:3-5(2)(b).

         "(3) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses in connection with any proceeding by or in the right of the
corporation to procure a judgment in its favor which involves the corporate
agent by reason of his being or having been such corporate agent, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or matter as to
which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the court
in which such proceeding was brought shall determine upon application that
despite the adjudication of liability, but in view of all circumstances of the
case, such corporate agent if fairly and reasonably entitled to indemnity for
such expenses as the Superior Court or such other court shall deem proper.

         "(4) Any corporation organized for any purpose under any general or
special law of this State shall indemnify a corporate agent against expenses to
the extent that such corporate agent has been successful on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3)
or in defense of any claim, issue or matter therein.

         "(5) Any indemnification under subsection 14A:3-5(2) and, unless
ordered by a court, under subsection 14A:3-5(3) may be made by the corporation
only as authorized in a specific case upon a determination that indemnification
is proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3).
Unless otherwise provided in the certificate of incorporation or bylaws, such
determination shall be made

                  (a) by the board of directors or a committee thereof, acting
         by a majority vote of a quorum consisting of directors who were not
         parties to or otherwise involved in the proceeding; or

                  (b) if such a quorum is not obtainable, or, even if obtainable
         and such quorum of the board of directors or committee by a majority
         vote of the disinterested directors so directs, by independent legal
         counsel, in a written opinion, such counsel to be designated by the
         board of directors; or

                  (c) by the shareholders if the certificate of incorporation or
         bylaws or a resolution of the board of directors or of the shareholders
         so directs.

         "(6) Expenses incurred by a corporate agent in connection with a
proceeding may be paid by the corporation in advance of the final disposition of
the proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such 

                                      II-2
amount if it shall ultimately be determined that he is not entitled to be
indemnified as provided in this section.

         "(7)(a) If a corporation upon application of a corporate agent has
failed or refused to provide indemnification as required under subsection
14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6),
a corporate agent may apply to a court for an award of indemnification by the
corporation, and such court

                 (i) may award indemnification to the extent authorized under
         subsections 14A:3-5(2) and 14A:3-5(3) and shall award indemnification
         to the extent required under subsection 14A:3-5(4), notwithstanding any
         contrary determination which may have been made under subsection
         14A:3-5(5); and

                (ii) may allow reasonable expenses to the extent authorized by,
         and subject to the provisions of, subsection 14A:3-5(6), if the court
         shall find that the corporate agent has by his pleadings or during the
         course of the proceeding raised genuine issues of fact or law.

                                      * * *

         "(8) The indemnification and advancement of expenses provided by or
granted pursuant to the other subsections of this section shall not exclude any
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to which
a corporate agent may be entitled under a certificate of incorporation, bylaw,
agreement, vote of shareholders, or otherwise; provided that no indemnification
shall be made to or on behalf of a corporate agent if a judgment or other final
adjudication adverse to the corporate agent establishes that his acts or
omissions (a) were in breach of his duty of loyalty to the corporation or its
shareholders, as defined in subsection (3) of N.J.S.14A:2-7, (b) were not in
good faith or involved a knowing violation of law or (c) resulted in receipt by
the corporate agent of an improper personal benefit.

         "(9) Any corporation organized for any purpose under any general or
special law of this State shall have the power to purchase and maintain
insurance on behalf of any corporate agent against any expenses incurred in any
proceeding and any liabilities asserted against him by reason of his being or
having been a corporate agent, whether or not the corporation would have the
power to indemnify him against such expenses and liabilities under the
provisions of this section. The corporation may purchase such insurance from, or
such insurance may be reinsured in whole or in part by, an insurer owned by or
otherwise affiliated with the corporation, whether or not such insurer does
business with other insureds.

         "(10) The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate of
incorporation or bylaws authorizing the exercise of such powers.

         "(11) Except as required by subsection 14A:3-5(4), no indemnification
shall be made or expenses advanced by a corporation under this section, and none
shall be ordered by a court, if such action would be inconsistent with a
provision of the certificate of incorporation, a bylaw, a resolution of the
board of directors or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or the
rights of indemnification to which a corporate agent may be entitled."

                                      II-3
Section 12 of Registrant's By-laws provides as follows:

         "12.1 Indemnification of Directors and Officers. [Registrant] shall, to
the fullest extent permitted by applicable law, indemnify any person (and the
heirs, executors and administrators thereof) who was or is made, or threatened
to be made, a party to an action, suit or proceeding, whether civil, criminal,
administrative or investigative, whether involving any actual or alleged breach
of duty, neglect or error, any accountability, or any actual or alleged
misstatement, misleading statement or other act or omission and whether brought
or threatened in any court or administrative or legislative body or agency,
including an action by or in the right of [Registrant] to procure a judgment in
its favor and an action by or in the right of any other corporation of any type
or kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of [Registrant]
is serving or has served in any capacity at the request of [Registrant], by
reason of the fact that he, his testator or intestate is or was a director or
officer of [Registrant], or is serving or has served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement, and costs,
charges and expenses, including attorneys' fees, incurred therein or in any
appeal thereof.

         "12.2. Indemnification of Others. [Registrant] shall indemnify other
persons and reimburse the expenses thereof, to the extent required by applicable
law, and may indemnify any other person to whom [Registrant] is permitted to
provide indemnification or the advancement of expenses, whether pursuant to
rights granted pursuant to, or provided by, the New Jersey Business Corporation
Act or otherwise.

         "12.3. Advances or Reimbursement of Expenses. [Registrant] shall, from
time to time, reimburse or advance to any person referred to in Section 12.1 the
funds necessary for payment of expenses, including attorneys' fees, incurred in
connection with any action, suit or proceeding referred to in Section 12.1, upon
receipt of a written undertaking by or on behalf of such person to repay such
amount(s) if a judgment or other final adjudication adverse to the director or
officer establishes that his acts or omissions (i) constitute a breach of his
duty of loyalty to [Registrant] or its shareholders, (ii) were not in good
faith, (iii) involved a knowing violation of law, (iv) resulted in his receiving
an improper personal benefit, or (v) were otherwise of such a character that New
Jersey law would require that such amount(s) be repaid.

         "12.4. Service of Certain Entities Deemed Requested. Any director or
officer of [Registrant] serving (i) another corporation, of which a majority of
the shares entitled to vote in the election of its directors is held by
[Registrant], or (ii) any employee benefit plan of [Registrant] or any
corporation referred to in clause (i), in any capacity shall be deemed to be
doing so at the request of [Registrant].

         "12.5. Interpretation. Any person entitled to be indemnified or to the
reimbursement or advancement of expenses as a matter of right pursuant to this
Article may elect to have the right to indemnification (or advancement of
expense) interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the action, suit or
proceeding, to the extent permitted by applicable law, or on the basis of the
applicable law in effect at the time indemnification is sought.

         "12.6. Indemnification Right. The right to be indemnified or to the
reimbursement or advancement of expenses pursuant to this Article (i) is a
contract right pursuant to which the person entitled thereto may bring suit as
if the provisions hereof were set forth in a separate written contract between
[Registrant] and the director or officer, (ii) is intended to be retroactive and
shall be available with respect to events occurring prior to the adoption
hereof, (iii) shall continue to exist after any elimination of or amendment to
this Article 12 hereof with respect to 

                                      II-4
events occurring prior thereto, and (iv) and shall not be deemed exclusive of
any other rights to which any person claiming indemnification hereunder may be
entitled.

         "12.7. Indemnification Claims. If a request to be indemnified or for
the reimbursement or advancement of expenses pursuant hereto is not paid in full
by [Registrant] within thirty days after a written claim has been received by
[Registrant], the claimant may at any time thereafter bring suit against
[Registrant] to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled also to be paid the expenses of
prosecuting such claim. Neither the failure of [Registrant] (including its Board
of Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by [Registrant] (including its Board
of Directors, independent legal counsel, or its shareholders) that the claimant
is not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.

         "12.8. Insurance. [Registrant] may maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of [Registrant],
whether or not [Registrant] would have the power to provide indemnification to
such person."

         Registrant has procured insurance protecting it under its obligation to
indemnify officers and directors against certain types of liabilities (including
certain liabilities under the Securities Act of 1933) that may be incurred by
them in the performance of their duties and affording protection to such
officers and directors in certain areas to which the corporate indemnity does
not extend, all within specified limits and subject to specified deductions.

Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.

Item 8.  Exhibits.

        3(i)(a).       Certificate of Incorporation of Registrant
                       (incorporated herein by reference to Exhibit B of
                       Registrant's definitive Proxy Statement for its 1994
                       Annual Meeting), as modified by paragraph 2.1 of the
                       Plan of Reorganization and Agreement of Merger dated as
                       of March 11, 1994 (incorporated herein by reference to
                       Exhibit A of Registrant's definitive Proxy Statement
                       for its 1994 Annual Meeting).

        3(ii)(a)       By-laws of Registrant (incorporated herein by reference
                       to Exhibit 3(ii)(b) to the Registration Statement on
                       Form S-8 of the Registrant (Registration No. 333-36199)).

        5a1.           Opinion of McCarter & English, counsel for Registrant,
                       covering shares of the Company's Common Stock issuable
                       under the Merrimac Industries, Inc. Long-Term Incentive
                       Plan.

        10a1.          Merrimac Industries, Inc. Long-Term Incentive Plan
                       (incorporated herein by reference to Exhibit A of
                       Registrant's definitive Proxy Statement for its 1997
                       Annual Meeting).

        23a1.          Consent of J.H. Cohn LLP, independent public accountants.

                                      II-5
Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                (i)   Include any prospectus required by Section 10(a)(3) of 
                      the Securities Act;

               (ii)   Reflect in the prospectus any facts or events which,
                      individually or together, represent a fundamental change
                      in the information set forth in this Registration
                      Statement. Notwithstanding the foregoing, any increase or
                      decrease in the volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high end of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the changes in volume and price represent no more than a
                      20 percent change in the maximum aggregate offering price
                      set forth in the "Calculation of Registration Fee" table
                      in this Registration Statement.

              (iii)   Include any additional or changed material information on
                      the plan of distribution;

provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

           (2) That, for determining liability under the Securities Act of 1933,
each such post-effective amendment shall be treated as a new registration
statement of the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

                                      II-6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Caldwell, State of New Jersey, on this 30th day
of September, 1997.

                                       By   /s/ Mason N. Carter
                                          ------------------------- 
                                          Mason N. Carter
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 30th day of September, 1997.

           Signature                                   Title

           /s/ Mason N. Carter                  Chairman of the Board, 
         -------------------------              President, Chief Executive
         (Mason N. Carter)                      Officer and Director
                                                (principal executive officer)

           /s/ Eugene W. Niemiec                Vice Chairman and 
         -------------------------              Chief Technology Officer and
         (Eugene W. Niemiec)                    Director

           /s/ Arthur A. Oliner                 Director
         -------------------------
         (Arthur A. Oliner)

                                                Director
         -------------------------
         (Albert H. Cohen)

           /s/ Robert V. Condon                 Vice President-Finance,
         -------------------------              Treasurer, Secretary and
         (Robert V. Condon)                     Chief Financial Officer
                                                (principal financial and
                                                 accounting officer)

                                      II-7
INDEX TO EXHIBITS

    Exhibit No.             Description of Exhibit                     Page

       5a1       -     Opinion of McCarter & English, counsel for Registrant,
                        covering shares of the Company's Common Stock issuable
                        under the Merrimac Industries, Inc. Long-Term Incentive
                        Plan.

       23a1      -     Consent of J.H. Cohn LLP, independent public accountants.