NOVAMETRIX MEDICAL SYSTEMS INC
DEFA14A, 1996-11-05
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                        SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Check the appropriate box:

[ ]    Preliminary Proxy Statement
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[X]    Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                     NOVAMETRIX MEDICAL SYSTEMS INC.

 ...............................................................................
           (Name of Registrant as Specified In Its Charter)

 ...............................................................................
    (Name of Person(s) Filing Proxy Statement if Other than the Registrant)

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[ ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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                    NOVAMETRIX MEDICAL SYSTEMS, INC.
                                    
                          IMPORTANT INVITATION
                                    

As the Annual Meeting of Novametrix stockholders approaches, you will be
presented with an important opportunity to help decide the future of your
company and value of your investment.

With this in mind, we are aware that the information you have received over the
last several weeks concerning the merger agreement is a great deal to absorb. 
You may even have received phone calls from parties representing either
Novametrix management or Paul Cote's 13D group recommending that you vote a
certain way on the proposals to be presented at the meeting.

The management of Novametrix would like to give you the opportunity to meet
face-to-face with us so that we can address any questions or concerns you 
may have.

You are invited to attend a company sponsored meeting at 6:30 pm on Tuesday,
November 12 at the Sheraton Tara in Portland, Maine.  In addition, we will be
holding one-on-one and small group discussions on both Tuesday, November 12 and
Wednesday, November 13 at 9:00 am, 11:00 am,  1:00 pm and 3:00 pm.  We will
also be available to meet with you Wednesday evening if the scheduled sessions
are not convenient for you.

We believe these meetings will provide you with the facts that will help you to
make an informed decision.

If you are interested in attending or learning more about the meetings, please
call us at 1-800-243-3444.

We look forward to meeting with you at:

                      The Sheraton Tara Hotel
                      363 Maine Mall Road
                      South Portland, ME  04106

                      (Exit #7 on the Maine Turnpike (I-95). 
                      Turn onto Maine Mall Road.)
                    

                             
Sincerely,


William J. Lacourciere
Chairman of the Board,
President & Chief Executive Officer



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