Registration No. 333-

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                       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 Identification No.)
     incorporation or organization)


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



                            1995 STOCK PURCHASE PLAN
                                       of
                            MERRIMAC INDUSTRIES, INC.
                            (Full title of the plan)



           EUGENE W. NIEMIEC                                 Copy to:
 President, Treasurer, Chief Executive                THOMAS C. MERIAM, ESQ.
  Officer and Chief Operating Officer                 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


<TABLE>
                                          CALCULATION OF REGISTRATION FEE
- ----------------------------- ------------------- --------------------- ------------------------ ----------------
<S>                           <C>                 <C>                   <C>                     <C>
 Title of securities to be       Amount to be       Proposed maximum       Proposed maximum         Amount of
         registered               registered       offering price per     aggregate offering      registration
                                                         share*                 price**                fee
- ----------------------------- ------------------- --------------------- ------------------------ ----------------
Common Stock, Par Value
   $0.50                        200,000 shares         $ 10.375             $ 2,075,000             $ 716.00
   per share
- ----------------------------- ------------------- --------------------- ------------------------ ----------------
</TABLE>

- --------------------------

*    Estimated soley 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 ($10.50 and $10.25, respectively) on
     August 2, 1996 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 30, 1995, 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 Company's
         1995 consolidated financial statements contained in its 1995 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 30, 1995; 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 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 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>
                 (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 amount if it
shall  ultimately be  determined  that he is not entitled to be  indemnified  as
provided in this section.


                                      II-2
<PAGE>
         "(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 provisions 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 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.


                                      II-4
<PAGE>
         "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.

         4a1      - 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).

         4b1      - By-laws of Registrant  (incorporated  herein by reference to
                  Exhibit C of Registrant's  definitive  Proxy Statement for its
                  1994 Annual Meeting).

         4c1      - 1995 Stock Purchase Plan of Merrimac Industries, Inc. 
                  (incorporated herein by reference to Exhibit A of Registrant's
                  definitive Proxy Statement for its 1995 Annual Meeting).

         5a1      - Opinion  of  McCarter  & English,  counsel  for  Registrant,
                  covering  shares of the Company's  Common Stock issuable under
                  the 1995 Stock Purchase Plan of Merrimac Industries, Inc.

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

         23b1     - Consent of Ernst & Young LLP, independent auditors.


                                      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:

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

                  (ii)   To reflect in the prospectus any facts or events
                         arising after the effective date of this Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         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)  To include any material information with respect to the
                         plan of distribution not previously disclosed in this
                         Registration Statement or any material change to such
                         information in this Registration Statement;

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  deemed to be a new  registration
statement  relating to 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.

         The Registrant  hereby undertakes that, for purposes of determining any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         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. In the event that a claim for


                                      II-6
<PAGE>


         indemnification against such liabilities (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.






                                      II-7
<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 5th day
of August, 1996.


                        By:  /s/ Eugene W. Niemiec
                             ---------------------------------------
                             Eugene W. Niemiec
                             President, Treasurer, Chief Executive Officer  and
                             Chief Operating 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 5th day of August, 1996.

            Signature                       Title
            ---------                       -----
 
 /s/ Charles F. Huber II
 -----------------------    Chairman of the Board
 (Charles F. Huber II)

 /s/ Eugene W. Niemiec
 ----------------------     President, Treasurer, Chief Executive Officer and
 (Eugene W. Niemiec)        Chief Operating Officer and Director

 /s/ John J. Antonich
 ----------------------     Vice President, Secretary and Controller (principal
 (John J. Antonich)         accounting officer)

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

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

 
 ----------------------     Director
 (Mason N. Carter)

 /s/ Reynold K. Green
 ----------------------     Director
 (Reynold K. Green)





                                      II-8
[{"type": "S-8", "sequence": "1", "description": "MERRIMAC INDUSTRIES S-8", "secsgml_size_bytes": 29150}]
{"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": "333-09663", "film-number": "96604546"}, "business-address": {"street1": "41 FAIRFIELD PL", "city": "WEST CALDWELL", "state": "NJ", "zip": "07006-0986", "phone": "2015751300"}, "mail-address": {"street1": "41 FAIRFIELD PLACE", "city": "WEST CALDWELL", "state": "NJ", "zip": "07007-0986"}}
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 Identification No.)
     incorporation or organization)

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

                            1995 STOCK PURCHASE PLAN
                                       of
                            MERRIMAC INDUSTRIES, INC.
                            (Full title of the plan)

           EUGENE W. NIEMIEC                                 Copy to:
 President, Treasurer, Chief Executive                THOMAS C. MERIAM, ESQ.
  Officer and Chief Operating Officer                 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 securities to be       Amount to be       Proposed maximum       Proposed maximum         Amount of
         registered               registered       offering price per     aggregate offering      registration
                                                         share*                 price**                fee
- ----------------------------- ------------------- --------------------- ------------------------ ----------------
Common Stock, Par Value
   $0.50                        200,000 shares         $ 10.375             $ 2,075,000             $ 716.00
   per share
- ----------------------------- ------------------- --------------------- ------------------------ ----------------
- --------------------------

*    Estimated soley 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 ($10.50 and $10.25, respectively) on
     August 2, 1996 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 30, 1995, 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 Company's
         1995 consolidated financial statements contained in its 1995 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 30, 1995; 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 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 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.
(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 amount if it
shall  ultimately be  determined  that he is not entitled to be  indemnified  as
provided in this section.

                                      II-2
"(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 provisions 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 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.

                                      II-4
"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.

         4a1      - 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).

         4b1      - By-laws of Registrant  (incorporated  herein by reference to
                  Exhibit C of Registrant's  definitive  Proxy Statement for its
                  1994 Annual Meeting).

         4c1      - 1995 Stock Purchase Plan of Merrimac Industries, Inc. 
                  (incorporated herein by reference to Exhibit A of Registrant's
                  definitive Proxy Statement for its 1995 Annual Meeting).

         5a1      - Opinion  of  McCarter  & English,  counsel  for  Registrant,
                  covering  shares of the Company's  Common Stock issuable under
                  the 1995 Stock Purchase Plan of Merrimac Industries, Inc.

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

         23b1     - Consent of Ernst & Young LLP, independent auditors.

                                      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:

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

                  (ii)   To reflect in the prospectus any facts or events
                         arising after the effective date of this Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         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)  To include any material information with respect to the
                         plan of distribution not previously disclosed in this
                         Registration Statement or any material change to such
                         information in this Registration Statement;

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  deemed to be a new  registration
statement  relating to 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.

         The Registrant  hereby undertakes that, for purposes of determining any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         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. In the event that a claim for

                                      II-6
indemnification against such liabilities (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-7
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 5th day
of August, 1996.

                        By:  /s/ Eugene W. Niemiec
                             ---------------------------------------
                             Eugene W. Niemiec
                             President, Treasurer, Chief Executive Officer  and
                             Chief Operating 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 5th day of August, 1996.

            Signature                       Title
            ---------                       -----
 
 /s/ Charles F. Huber II
 -----------------------    Chairman of the Board
 (Charles F. Huber II)

 /s/ Eugene W. Niemiec
 ----------------------     President, Treasurer, Chief Executive Officer and
 (Eugene W. Niemiec)        Chief Operating Officer and Director

 /s/ John J. Antonich
 ----------------------     Vice President, Secretary and Controller (principal
 (John J. Antonich)         accounting officer)

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

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

 
 ----------------------     Director
 (Mason N. Carter)

 /s/ Reynold K. Green
 ----------------------     Director
 (Reynold K. Green)

                                      II-8