HELIX TECHNOLOGY CORP, DEF 14A, 1996-03-25

HELIX TECHNOLOGY CORP
DEF 14A, 1996-03-25
SPECIAL INDUSTRY MACHINERY, NEC

Previous: HAWAIIAN ELECTRIC CO INC, 10-K405, 1996-03-25

Next: HONEYWELL INC, 10-K, 1996-03-25

HELIX TECHNOLOGY CORPORATION
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, MA 02048-9171
Telephone (508) 337-5111--Fax (508) 337-5175

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 24, 1996

The Annual Meeting of Stockholders of the Company will be held on
April 24, 1996, at 11:00 a.m. at the Bank of Boston, 100 Federal Street,
Boston, Massachusetts, for the following purposes:

1. To elect a Board of Directors.
2. To consider and approve the Company's 1996 Equity Incentive Plan.
3. To consider and approve the Company's 1996 Stock Option Plan for
Non-Employee Directors.
4. To ratify the appointment of Coopers & Lybrand, L.L.P. as the
Company's independent accountants for the current fiscal year.
5. To transact such other business as may properly come before the
meeting.

Only stockholders of record at the close of business on March 18,
1996, will be entitled to notice of and to vote at this meeting.

Beverly L. Armell
Secretary

Mansfield, Massachusetts
March 25, 1996

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE
YOUR PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING AND WISH TO VOTE
IN PERSON, YOUR PROXY WILL NOT BE USED.

HELIX TECHNOLOGY CORPORATION
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, MA 02048-9171
Telephone (508) 337-5111--Fax (508) 337-5175

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation
of Proxies by the Directors of the Company for use at the Annual Meeting of
Stockholders of the Company to be held at the Bank of Boston, 100 Federal
Street, Boston, Massachusetts, on April 24, 1996, at 11:00 a.m., and any
adjournments thereof. The matters to be considered and acted upon at the
meeting are set forth in the attached Notice of Annual Meeting. This Proxy
Statement, the Notice of Annual Meeting, and the form of Proxy will first be
sent to stockholders on or about March 25, 1996.

The record date for the determination of stockholders entitled to
notice of and to vote at the meeting has been fixed by the Board of
Directors as the close of business on March 18, 1996. As of that date there
were 9,796,144 shares of Common Stock, $1.00 par value per share (the
"Common Stock"), of the Company outstanding and entitled to vote at the
meeting. Each share of Common Stock is entitled to one vote on each of the
matters listed in the Notice of Annual Meeting.

If the accompanying Proxy is signed and returned, the shares
represented by the Proxy will be voted as specified in the Proxy. Where no
choice is specified, the Proxy will be voted FOR all nominees for the Board
of Directors, FOR the approval of the Company's 1996 Equity Incentive Plan,
FOR the approval of the Company's 1996 Stock Option Plan for Non-Employee
Directors, FOR the appointment of Coopers & Lybrand, L.L.P. and in
accordance with the judgment of the persons named in the form of Proxy as to
any other business as may properly come before the meeting. Stockholders who
execute Proxies may revoke them by notifying Beverly L. Armell, the
Secretary of the Company, at any time prior to the voting of the Proxies.

PROPOSAL ONE

ELECTION OF BOARD OF DIRECTORS

Nominees

A board of seven (7) Directors will be elected by stockholders
represented and entitled to vote at the meeting. Each Director shall be
elected by a plurality of the votes cast at the Annual Meeting. Votes
withheld, abstentions and non-votes (where a broker or nominee does not
exercise discretionary authority to vote on a matter) will not be
counted.Directors will serve until the next Annual Meeting of Stockholders
and until their successors have been elected and qualified. Management does
not contemplate that any of the nominees will be unable to serve as a
Director for any reason, but if that should occur, the persons named in the
form of Proxy shall have the right to vote according to their judgment for
another person instead of such unavailable nominee. THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE ELECTION OF MESSRS.GABRON,
BERMAN, LAUENSTEIN AND LEPOFSKY AND DRS. SCHORR, SKINNER AND WRIGHTON TO THE
BOARD OF DIRECTORS.

The following information (except insofar as it is within the
knowledge of the Company) has been obtained from the nominees:

<TABLE>
<CAPTION>
Shares of
Common Stock
of the Company
Principal Beneficially Percent
Occupation Director Owned as of of Shares
Name Age or Employment Since March 18, 1996(1) Outstanding
- ----------------------------------------------------------------------------------------------

<S> <C> <S> <C> <C> <C>
R. Schorr Berman* 47 Administrator and 1993 1,541,150(2) 15.73%
Chief Executive Officer
of Memorial Drive Trust,
a Qualified Tax-Exempt
Retirement Trust, and
President and Chief
Executive Officer of
MDT Advisers, Inc.

Frank Gabron* 65 Chairman of the Board 1980 98,900(3) 1.01%
of the Company

Milton C. Lauenstein 70 Chairman of the Board 1977 68,000(4) **
Telequip Corporation

Robert J. Lepofsky* 51 President and Chief 1987 294,500(5) 2.96%
Executive Officer of
the Company

Marvin G. Schorr 71 Chairman of the Board 1982 54,400 **
Landauer, Inc.,
Tech/Ops Sevcon, Inc.,
and Tech/Ops Corporation

Wickham Skinner 72 Professor Emeritus 1972 37,000 **
Harvard Business
School

Mark S. Wrighton 46 Chancellor 1990 3,200 **
Washington University,
St. Louis
<FN>
- -------------------
<F1> * Member of the Executive Committee.
<F2> ** Less than 1 percent of shares outstanding.
<F3> (1) Includes shares of Common Stock owned by spouses and minor children
of the named individuals and shares of Common Stock held by custodians
for the benefit of such minor children. Depending on the facts of the
individual case, beneficial ownership as to such shares may be
disclaimed. Also includes shares that each named individual has the right
to acquire within 60 days from March 18, 1996, through the exercise of
options. The amounts listed include shares under such options as follows:
Mr. Berman, 4,000; Mr. Gabron, 8,000; Mr. Lepofsky, 140,000; Dr. Skinner,
8,000; and Dr. Wrighton, 2,000.
<F4> (2) Includes 1,530,400 shares owned by Memorial Drive Trust of which
Mr. Berman is Administrator and Chief Executive Officer and with respect
to which he has shared voting and investment power (see "Stockholdings of
Principal Stockholders and Management" below). Also includes 1,800 shares
owned by Acorn Trust, of which Mr. Berman is trustee and with respect to
which he has shared voting and investment power. Mr. Berman disclaims
beneficial ownership of these shares.
<F5> (3) Includes 60,000 shares owned by Mr. Gabron's wife, with respect to
which shares Mr. Gabron disclaims beneficial ownership.
<F6> (4) Includes 20,000 shares owned by a revocable trust for the benefit
of Mr. Lauenstein and 8,000 shares owned by a revocable trust for the
benefit of Mr. Lauenstein's wife. Also includes 40,000 shares owned by a
charitable remainder trust, of which Mr. Lauenstein is a trustee.
<F7> (5) Includes 20,000 shares held by Mr. Lepofsky as trustee for his
children, with respect to which shares Mr. Lepofsky disclaims beneficial
ownership.
</FN>
</TABLE>

Mr. Gabron has served as Chairman of the Board since January 1981. He
served as President of the Company from November 1980, to February 1987, and
Chief Executive Officer of the Company from November 1980, to December 1988.

Mr. Berman has served as Administrator and Chief Executive Officer of
Memorial Drive Trust since 1992, and has also served as President of MDT
Advisers, Inc., an investment and asset management company, since 1988, and,
additionally, as Chief Executive Officer since 1993. From 1988 to 1992, Mr.
Berman served as Assistant Administrator of Memorial Drive Trust. He
currently serves as a Director of Arch Communications Group, Inc. In
addition, he serves on the boards of several privately held firms.

Mr. Lauenstein is a management consultant. He served as Chairman of
the Board of the Company from May 1979 to January 1981, and currently serves
as Director of Tech/Ops Sevcon, Inc., and as Chairman of the Board of
Telequip Corporation.

Mr. Lepofsky has served as President of the Company since February
1987, and as Chief Executive Officer of the Company since January 1989. He
was Chief Operating Officer of the Company from December 1982 to December
1988, and was Senior Vice President from December 1982 to February 1987.
Prior to December 1982, Mr. Lepofsky was a Vice President of the Company for
two years.

Dr. Schorr was President and Chief Executive Officer of Tech/Ops,
Inc., from 1962 to 1987 and Chairman of the Board of that Company from 1981
to 1987. In 1987 Tech/Ops was reorganized into three companies: Landauer,
Inc., Tech/Ops Sevcon, Inc., and Tech/Ops Corporation, of which the former
two are publicly owned and the latter is privately owned. Dr. Schorr is
Chairman of the Board of Directors of all three companies, which are
manufacturers of technology-based products and services.

Dr. Skinner is the James E. Robison Professor of Business
Administration Emeritus at the Graduate School of Business Administration,
Harvard University, where he was a Professor for over 25 years. He serves as
a Director of Wilevco, Inc., and United Timber.

Dr. Wrighton is Chancellor of Washington University in St. Louis. He
was Provost of Massachusetts Institute of Technology from 1990 until 1995,
and holds the Ciba-Geigy Chair in Chemistry at M.I.T. He joined the faculty
at M.I.T. in 1972 as Assistant Professor of Chemistry, was appointed
Associate Professor in 1976 and Professor in 1977. From 1981 until 1989, he
held the Frederick G. Keyes Chair in Chemistry and was Head of the
Department of Chemistry from 1987 until 1990. Dr. Wrighton also serves as
Director of Ionics, Inc., and O.I.S. Optical Imaging Systems, Inc.

Committees of the Board

The Board of Directors has an Audit Committee consisting of Messrs.
Berman, Gabron and Lauenstein, and a Human Resources and Compensation
Committee consisting of Drs. Schorr, Skinner and Wrighton. The functions of
the Audit Committee are to review the engagement of auditors, including the
fee, scope, and timing of the audit and any other services rendered; to
review policies and procedures with respect to internal controls; and to
review the financial reporting process. The functions of the Human Resources
and Compensation Committee include the review and approval of executive
compensation and the administration and supervision of the Company's stock
option and restricted stock plans. The Company does not have a nominating
committee.

During the year ended December 31, 1995, the Board of Directors held
six meetings, the Audit Committee held three meetings and the Human
Resources and Compensation Committee held three meetings. During the year,
all Directors other than Mr. Lauenstein attended at least 75 percent of the
aggregate of the total number of meetings of the Board of Directors and the
total number of meetings held by all Committees of the Board on which they
served.

EXECUTIVE COMPENSATION

The following table provides certain summary information concerning
compensation paid by the Company for services in all capacities for fiscal
years ended December 31, 1995, 1994 and 1993, to the Company's Chief
Executive Officer and each of the four other most highly compensated
Executive Officers of the Company (all five hereinafter referred to as the
"Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------------
Securities
Annual Compensation Underlying
------------------- Stock Options All Other
Name and Principal Position Year Salary Bonus (Shares) Compensation(1)
- ---------------------------------------------------------------------------------------

<S> <C> <C> <C> <S> <C>
Robert J. Lepofsky 1995 $300,000 $125,000 - $ 5,944
President & 1994 270,000 95,000 - 5,755
Chief Executive Officer 1993 245,000 95,000 - 15,977

Gerald J. Fortier 1995 170,000 25,000 - 5,589
Vice President 1994 160,000 24,000 8,000 5,132
1993 156,000 20,000 - 17,830

Robert E. Anastasi 1995 145,000 60,000 - 4,831
Vice President 1994 132,000 40,000 8,000 4,781
1993 118,000 47,000 - 13,656

Ellen S. Nelson 1995 125,000 40,000 10,000 3,696
Vice President 1994 110,000 33,000 12,000 2,596
1993 76,923 20,000 10,000 50

Stephen D. Allison 1995 109,096 35,000 7,500 419
Vice President &
Chief Financial Officer

<FN>
- -------------------
<F1> Represents Company contributions under the Company's 401(k) Plan
and premiums paid by the Company for excess group life insurance in 1993,
1994 and 1995 and Company contributions to the Company's Defined
Contribution Plan in 1993. In February 1994, the Board of Directors
resolved that, beginning in 1994, the Company would discontinue all
contributions to the Company's Defined Contribution Plan; accordingly
"All Other Compensation" amounts were lower in 1995 and 1994 than in
1993. See "Retirement Program."
</FN>
</TABLE>

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information concerning the Grant of Stock
Options (also reported in the Summary Compensation Table) under the
Company's 1981 Stock Option Plan during the fiscal year ended December 31,
1995, to the Named Executive Officers.

<TABLE>
<CAPTION>
Potential Realizable Value at
Number of Percentage of Assumed Annual Rates of
Securities Total Options Stock Price Appreciation for
Underlying Granted to Exercise Option Term(3)
Options Employees in Price Expiration -----------------------------
Name Granted Fiscal 1995 (per share) Date 5%($) 10%($)
- ------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
Ellen S. Nelson 10,000(1) 57% $16.75 02/15/2005 $105,000 $267,000

Stephen D. Allison 7,500(2) 43% $27.875 04/19/2005 131,000 333,000

<FN>
- --------------------
<F1> These options are exercisable in four equal annual cumulative
installments beginning one year from the date of grant, which was
February 16, 1995.
<F2> These options are exercisable in four equal annual cumulative
installments beginning one year from the date of grant, which was April
20, 1995.
<F3> The 5% and 10% rates used are mandated by the Securities and
Exchange Commission. The actual value, if any, that an executive may
realize will depend on the excess of the stock price over the exercise
price on the date the option is exercised, so that there is no assurance
the value realized by an executive will be at or near the values
calculated by using these assumed appreciation rates.
</FN>
</TABLE>

STOCK EXERCISES AND FISCAL YEAR-END VALUES

The following table provides information with respect to the Named
Executive Officers concerning the exercise of options during the last fiscal
year and the value of unexercised options held as of the end of the last
fiscal year, December 31, 1995.

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options Held at In-the-Money Options at
Shares December 31, 1995 December 29, 1995(2)
Acquired on Value -------------------------- --------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
Robert J. Lepofsky 160,000 $4,870,000 100,000 200,000(3) $3,293,750 $6,975,000

Gerald J. Fortier - - 23,000 4,000 760,240 122,240

Robert E. Anastasi 18,000 456,115 - 4,000 - 122,240

Ellen S. Nelson - - 13,500 18,500 429,679 480,466

Stephen D. Allison - - - 7,500 - 77,813

<FN>
- -------------------
<F1> "Value Realized" represents the difference between the exercise
price and the market price of the option shares on the date the option
was exercised. The value realized was determined without considering any
taxes which may have been owed.
<F2> Based on the mean between the high and low prices for the Common
Stock of the Company as quoted by the Nasdaq National Market on December
29, 1995 ($38.25), less the price to be paid upon exercise.
<F3> Performance-related stock option. See "Compensation Committee
Report" and "Employment Agreement." Based on 1995 performance, options
for the purchase of 40,000 shares became exercisable on March 1, 1996. On
that date, the difference between the exercise price and the market price
with respect to the 40,000 shares was $22.875 per share.
</FN>
</TABLE>

RETIREMENT PROGRAM

Pension Plan. Contributions to the Company's Pension Plan, which is a
defined benefit plan, are not included in the Summary Compensation Table
because such contributions are made on an actuarial basis and cannot be
separately calculated. Because this Plan is overfunded, a contribution was
not required and not made in 1995. Employees who are at least 21 years of
age with one year of service are eligible for this Plan. The following table
sets forth estimated annual benefits, on a straight-life annuity basis, to
persons in specified compensation and years-of-service categories, as if
they had retired at age 65 at December 31, 1995:

Average Qualified Estimated Annual Pension
Annual Compensation Based on Years of Service Indicated
on which Retirement --------------------------------------
Benefits Are Based 10 Years 20 Years 30 Years 40 Years
-----------------------------------------------------------

Compensation covered by the Plan includes salary and commissions but
excludes bonuses or incentive awards, if any. Benefits under the Plan as set
forth above are determined on a straight-life annuity basis based upon years
of participation completed after December 31, 1978, and highest consecutive
60-month average compensation during the last 120 months of employment and
are integrated with Social Security benefits. As of December 31, 1995,
Messrs. Lepofsky, Fortier and Anastasi each had accrued 17 years of benefit
service under the Plan and Ms. Nelson had accrued 1.9 years of such service.

Defined Contribution Plan. On February 10, 1994, the Board of
Directors decided, beginning in 1994, to discontinue future contributions to
the Company's Defined Contribution Plan. Because the primary purpose of the
Plan is to fund retirement benefits under the Pension Plan, this
discontinuation of contributions to the Defined Contribution Plan will have
little effect on the benefits available to employees who retire from the
Company. In addition, all employees with an account balance in the Defined
Contribution Plan were vested as of January 1, 1994, regardless of years of
service. The Company now funds the Pension Plan directly and not by way of
the Defined Contribution Plan.

Supplemental Key Executive Retirement Plan. In 1992 the Company
adopted a Supplemental Key Executive Retirement Plan which is designed to
supplement benefits paid to participants under Company-funded tax-qualified
retirement plans which benefits are otherwise limited with respect to highly
paid employees by the Internal Revenue Code. In general, the plan provides
that participants with 25 or more years of service will receive a
supplemental annual pension from the Company equal to 50 percent of the
greater of such participant's (i) average compensation (as described under
"Pension Plan" above) or (ii) actual compensation during the 12 months prior
to retirement, less all Company-funded retirement benefits. Benefits under
the plan are reduced for participants with less than 25 years of service. In
1994, the Board of Directors included several key executives in this plan
and the Company recorded additional retirement costs of $130,000 in
connection with the plan in 1995.

COMPENSATION COMMITTEE REPORT

The Human Resources and Compensation Committee of the Board of
Directors (the "Committee") is composed of three independent, disinterested
Directors who are not employees of the Company. The Committee regularly
reviews and approves generally all compensation and fringe benefit programs
of the Company and also reviews and determines the actual compensation of
the Named Executive Officers, as well as all stock option grants and
restricted stock awards to all employees. All compensation actions taken by
the Committee are reported to and approved by the full Board of Directors,
excluding employee Directors. The Committee also reviews and makes
recommendations to the Board on policies and programs for the development of
management personnel and management structure and organization. The
Committee reviews and administers the Company's 1981 Stock Option Plan and
the Company's 1985 Restricted Stock Plan. If approved by the stockholders,
the Committee will review and administer the Company's 1996 Equity Incentive
Plan, which will replace the Company's 1981 Stock Option Plan and the
Company's 1985 Restricted Stock Plan with respect to future equity awards.
If also approved by the stockholders, the Committee will review and
administer the Company's 1996 Stock Option Plan for Non-Employee Directors,
which will replace the Company's 1992 Stock Option Plan for Non-Employee
Directors with respect to future equity awards. The Committee regularly
reviews Executive Compensation Reports prepared by independent organizations
in order to evaluate the appropriateness of its Executive Compensation
Program.

The Committee uses its base salary and performance-based bonus program
for the Named Executive Officers to enhance short-term profitability and
stockholder value and uses stock options and restricted stock awards to
enhance long-term growth in profitability, return on equity and stockholder
value. In order to meet these objectives, the Committee first sets base
salaries for the Named Executive Officers based on a review of base salaries
among competitive peer groups and then sets target bonus awards comprising
about 15 to 35 percent of total target compensation depending upon the
position being reviewed. The Committee reviews the Company's annual
performance plan and the individual goals and objectives of each Named
Executive Officer for the ensuing fiscal year and sets incentive target
bonus awards which are directly linked to the short-term financial
performance of the Company as a whole and to the specific annual goals and
objectives of each Named Executive Officer. In February of each year, the
Committee meets to review the performance of the Company and the performance
of the Chief Executive Officer and each Named Executive Officer in relation
to the Company's performance plan for the fiscal year then ended and in
relation to the goals set for the Chief Executive Officer and each Named
Executive Officer and awards bonuses accordingly. The Committee then sets
base salaries and target bonus awards for the next fiscal year. The
Committee has discretion to reward extraordinary accomplishments with
special bonuses. In this process the Committee first meets with the Chief
Executive Officer to review the performance of the Company and the
performance of each Named Executive Officer and then meets in an executive
session to review the performance of all the Named Executive Officers,
including the Chief Executive Officer.

In addition to salaries and incentive bonuses, the Committee also
grants stock options to Named Executive Officers and other key employees of
the Company in order to focus the efforts of these employees on the long-
term enhancement of profitability and stockholder value. In 1989 the
Committee granted a performance-related stock option for the purchase of
400,000 shares of Common Stock to the Chief Executive Officer which becomes
exercisable ratably over 10 years, but only to the extent that the Company's
earnings and return on equity increase over certain base levels. This option
was granted under the Company's 1981 Employee Stock Option Plan.

The Committee believes that the foregoing combination of base
salaries, incentive bonuses, stock options and performance-related stock
options have helped develop a Senior Management Group dedicated to achieving
significant improvement in both the short-term and long-term financial
performance of the Company.

The foregoing report has been furnished by the three members of the
Human Resources and Compensation Committee-Dr. Marvin G. Schorr (Chairman),
Dr. Wickham Skinner and Dr. Mark S. Wrighton.

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below is a line graph comparing the change in the cumulative
total stockholder return of the Company's Common Stock against the change in
the cumulative total return of the S&P High Technology Composite Index and
the Nasdaq Composite Index for the period of five fiscal years ending
December 31, 1995.

<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---------------------------------------

<S> <C> <C> <C> <C> <C> <C>
HELIX 100 291 236 407 1,011 2,388
NASDAQ COMPOSITE 100 161 187 215 210 296
S&P HIGH TECH COMPOSITE 100 114 119 146 170 245
</TABLE>

DIRECTORS' COMPENSATION

A Director who is also a full-time employee of the Company receives no
additional compensation for services as a Director. During 1995, each non-
employee Director received an annual retainer fee of $21,000 ($22,000 for
Committee Chairmen) payable in four equal quarterly installments. This
Directors' compensation policy has been in effect for two years.

In addition, the Company has a stock option plan (the "1992 Directors'
Plan") covering its non-employee Directors. Under the terms of the 1992
Directors' Plan, each non-employee Director, when first elected a Director
at an Annual Meeting of Stockholders, receives an option to acquire 10,000
shares of Common Stock of the Company at a purchase price equal to fair
market value on that date. Options are exercisable beginning at the date of
grant in cumulative installments of 2,000 shares each, the remaining
installments becoming exercisable upon each further re-election as a
Director of the Company.

The stockholders are being asked to consider the adoption of a new
stock option plan for non-employee Directors of the Company (the "1996
Directors' Plan"). If the 1996 Directors' Plan is adopted, no further grants
will be made under the 1992 Directors' Plan. See Proposal 3 on page 17.

EMPLOYMENT AGREEMENT

In December of 1989, the Company entered into an employment agreement
with Mr. Lepofsky, which runs through December 31, 1999, at a minimum annual
salary which is currently at $330,000. The agreement provides for annual
incentive awards in amounts to be determined by the Human Resources and
Compensation Committee and salary continuation for the shorter of two years
or the entire length of the agreement in the event (i) Mr. Lepofsky
terminates his agreement following a change of control of the Company not
approved by the Board of Directors and a change in a majority of the
Directors, or (ii) Mr. Lepofsky's employment is terminated involuntarily and
not for cause; except that the two-year limit shall not apply in either
event if the Company has achieved certain specified performance goals or Mr.
Lepofsky has ceased (prior to termination) to have general charge and
supervision of the Company. (See "Severance and Change of Control
Arrangements" below.) The minimum annual salary may be increased from time
to time at the discretion of the Human Resources and Compensation Committee.
The agreement contains non-competition covenants in favor of the Company.
The agreement also contains a non-qualified performance stock option
granting to Mr. Lepofsky the right to purchase up to 400,000 shares of
Common Stock of the Company at an option price of $3.375 per share. This
option was granted under the Company's 1981 Employee Stock Option Plan. The
option becomes exercisable in ten annual installments of up to 40,000 shares
each, beginning on March 1, 1991, and ending on March 1, 2000, to the extent
that the Company meets certain targets for return on equity and percentage
increase in earnings per share over certain base levels for the prior year,
or for an average of up to the prior three years, or for the first five
years, or for the entire 10-year period, of the agreement. Based on 1993
performance, options for the purchase of 40,000 shares became exercisable on
March 1, 1994. Based on 1994 performance, options for the purchase of 40,000
shares became exercisable on March 1, 1995. In addition, based on cumulative
performance for the five-year period ending December 31, 1994, 120,000
shares also became exercisable on March 1, 1995. Based on 1995 performance,
options for the purchase of 40,000 shares became exercisable on March 1,
1996.

SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS

The Company's employment agreement with Mr. Lepofsky provides for
certain benefits in the event of involuntary termination of his employment
not for cause or in the event he terminates his employment following a
change of control of the Company that is not approved by the Company's Board
of Directors, and a change in a majority of the Directors. Under Mr.
Lepofsky's employment agreement, in the event of his involuntary termination
not for cause, or in the event of his voluntary termination following both a
change of control of the Company not approved by the Board of Directors, and
a change in a majority of the Directors, Mr. Lepofsky would be entitled to
receive base salary continuance through December 31, 1999, or for two years,
whichever period is shorter, except that the two-year limitation shall not
apply in the event the Company has achieved certain specified performance
targets for return on investment and percentage increase in earnings per
share, or in the event that Mr. Lepofsky has ceased (prior to termination)
to have general charge and supervision of the Company. In the event of a
change of control of the Company not approved by the Board of Directors,
followed by a change in a majority of the Directors on the Board, Mr.
Lepofsky would have the right to terminate his agreement and a percentage of
all remaining installments of his 400,000 share stock option would become
exercisable equal to the percentage of installments that had previously
become exercisable. In the event of the involuntary termination of Mr.
Lepofsky's employment not for cause, a percentage of up to three remaining
40,000 share installments of his 400,000 share stock option would become
exercisable, equal to the percentage of installments that had previously
become exercisable.

Any compensation payable to Mr. Lepofsky contingent on a change of
control which qualifies as a parachute payment under Section 280G of the
Internal Revenue Code, as amended, shall be limited to the maximum amount
that may be paid to him without any part of all of such compensation being
deemed an excess parachute payment under that Section. Based on his current
base salary and his agreement, Mr. Lepofsky could receive a maximum (as
described above) of $1,155,733 under this severance arrangement.

PROPOSAL TWO

ADOPTION OF THE 1996 EQUITY INCENTIVE PLAN
AS AN AMENDMENT AND RESTATEMENT OF
THE 1981 EMPLOYEE STOCK OPTION PLAN

General

On February 14, 1996, the Board of Directors adopted, subject to
stockholder approval, the 1996 Equity Incentive Plan (the "Plan") as an
amendment and restatement of the Company's 1981 Employee Stock Option Plan
(the "1981 Plan"). If the Plan is approved by stockholders, the Plan will
supersede the 1981 Plan, the separate existence of which shall terminate on
the effective date of the Plan. The rights and privileges of the holders of
outstanding options under the 1981 Plan will not be affected. The purpose of
the Plan is to attract and retain key employees and consultants of the
Company and its affiliates, to provide an incentive for them to achieve
long-range performance goals, and to enable them to participate in the long-
term growth of the Company. The Plan will be administered by one or more
committees (each a "Committee") of not less than three members of the Board
of Directors appointed by the Board of Directors to administer the Plan or a
specified portion thereof.

The following summary of the Plan is qualified by reference to the
full text of the Plan attached as Appendix A to this Proxy Statement.

Proposed Amendments to the 1981 Plan

Approval of the Plan would amend the 1981 Plan to (a) increase the
number of shares of Common Stock subject to grants by 370,924 shares (not to
exceed 400,000 shares of Common Stock in the aggregate), (b) expand the
types of awards and the flexibility of the Committee to fix the terms and
conditions of awards available to be granted and (c) specify a limit on the
maximum number of shares in the aggregate in any calendar year with respect
to which stock options and stock appreciation rights ("SARs") may be made to
any participant under the Plan. The Board of Directors believes the increase
in shares is needed to ensure that a sufficient number of shares are
available to be issued under the Plan in the future and that the additional
types of awards will provide needed flexibility in structuring appropriate
equity incentives for key employees of the Company and its affiliates.

Shares Subject to Awards

As of March 18, 1996, 29,076 shares were available for awards under
the 1981 Plan. The proposed Plan would make an additional 370,924 shares
available for award, for a total of 400,000 shares available under the Plan.
The number and kind of shares are subject to adjustment to reflect stock
dividends, recapitalizations or other changes affecting the Common Stock. If
any outstanding or future award expires or is terminated unexercised or
settled in a manner that results in fewer shares outstanding than were
initially awarded, the shares which would have been issuable will again be
available for award under the Plan. The closing price of the Common Stock on
the Nasdaq National Market System on March 18, 1996, was $27.25.

Description of Awards

The 1981 Plan currently provides for the granting of awards in the
form of stock options. In addition to these awards, the amended Plan would
permit the grant of restricted stock and stock appreciation rights ("SARs").
As amended, the Plan would provide the following three basic types of
awards:

Stock Options. The Committee may grant incentive stock options
eligible for special tax treatment under Section 422 of the Internal
Revenue Code of 1986, as amended, or non-statutory stock options. The
Committee will determine the option price and exercise period of each
option granted, provided that the option price may not be less than
100% of the fair market value of the Common Stock on the date of
grant. No incentive stock option may be granted under the Plan more
than ten years after the effective date thereof. An option may be
exercised by the payment of the option price in whole or in part in
cash or, to the extent permitted by the Committee, by delivery of a
note or shares of Common Stock owned by the participant valued at
their fair market value on the date of delivery, or such other lawful
consideration as the Committee may determine.

Stock Appreciation Rights. The Committee may grant SARs where
the participant receives cash, shares of Common Stock or other
property, or a combination thereof, as determined by the Committee,
equal in value to the excess in value of shares of Common Stock over
the exercise price of the SAR on the date of exercise. SARs may be
granted in tandem with options (at or after award of the option) or
alone and unrelated to an option. SARs in tandem with an option
terminate to the extent that the related option is exercised, and the
related option terminates to the extent that the tandem SAR is
exercised. The exercise price of an SAR may not be less than 100% of
the fair market value of the Common Stock on the date of grant or in
the case of a tandem SAR, the exercise price of the related option. In
the case of those tandem SARs which can only be exercised during
limited periods following a change in control of the Company, the
participant would be entitled to receive an amount based upon the
highest price paid or offered for the Common Stock in any transaction
relating to the change in control or paid during a specified period
immediately preceding the change in control.

Restricted Stock. The Committee may grant shares of Common Stock,
subject to forfeiture, for no cash consideration or for such minimum
consideration as may be required by applicable law. With respect to any
restricted stock grant, the Committee has full discretion to determine
the number of shares subject to the grant, the consideration to be paid
by the participant, the conditions under which the shares may be
forfeited to the Company and the other terms and conditions of the grant.

Awards under the Plan shall contain such terms and conditions not
inconsistent with the Plan as the Committee in its discretion approves. The
Committee has discretion to administer the Plan in the manner which it
determines, from time to time, is in the best interest of the Company. For
example, the Committee will fix the terms of stock options, SARs and
restricted stock grants and determine whether, in the case of options and
SARs, they may be exercised immediately or at a later date or dates. Awards
may be granted subject to conditions relating to continued employment and
restrictions on transfer. The Committee may provide, at the time an award is
made or at any time thereafter, for the acceleration of a participant's
rights or cash settlement upon a change in control of the Company. The terms
and conditions of awards need not be the same for each participant. The
foregoing examples illustrate, but do not limit, the manner in which the
Committee may exercise its authority in administering the Plan.

The maximum aggregate number of shares subject to stock options or
SARs that may be granted to a participant in any calendar year is 100,000
shares. Incorporation of this limit is intended to qualify stock options and
SARs as performance-based compensation that is not subject to the $1 million
limit on deductibility for federal income tax purposes of compensation paid
to certain senior officers.

Amendment

The Board has authority to amend, suspend or terminate the Plan or any
portion thereof without stockholder approval unless such approval is
necessary to comply with any applicable tax or regulatory requirement. The
Committee has authority to amend outstanding awards, including changing the
date of exercise and converting an incentive stock option to a non-statutory
option, if the Committee determines that such action would not adversely
affect the participant. The Plan has no expiration date.

Federal Income Tax Consequences Relating to Stock Options

The Company has been advised by Palmer & Dodge, counsel to the
Company, that, under the federal tax laws, options granted under the Plan
will be treated as follows:

Incentive Stock Options. An optionee does not realize taxable
income upon the grant or exercise of an ISO under the Plan. If no
disposition of shares issued to an optionee pursuant to the exercise
of an ISO is made by the optionee within two years from the date of
grant or within one year from the date of exercise, then (a) upon sale
of such shares, any amount realized in excess of the option price (the
amount paid for the shares) is taxed to the optionee as long-term
capital gain and any loss sustained will be a long-term capital loss
and (b) no deduction is allowed to the Company for federal income tax
purposes. The exercise of ISOs gives rise to an adjustment in
computing alternative minimum taxable income that may result in
alternative minimum tax liability for the optionee. If shares of
Common Stock acquired upon the exercise of an ISO are disposed of
prior to the expiration of the two-year and one-year holding periods
described above (a "disqualifying disposition") then (a) the optionee
realizes ordinary income in the year of disposition in an amount equal
to the excess (if any) of the fair market value of the shares at
exercise (or, if less, the amount realized on a sale of such shares)
over the option price thereof and (b) the Company is entitled to
deduct such amount. Any further gain realized is taxed as a short- or
long-term capital gain and does not result in any deduction to the
Company. A disqualifying disposition in the year of exercise will
generally avoid the alternative minimum tax consequences of the
exercise of an ISO.

Non-Statutory Stock Options. No income is realized by the
optionee at the time a non-statutory option is granted. Upon exercise,
(a) ordinary income is realized by the optionee in an amount equal to
the difference between the option price and the fair market value of
the shares on the date of exercise and (b) the Company receives a tax
deduction for the same amount. Upon disposition of the shares,
appreciation or depreciation after the date of exercise is treated as
a short- or long-term capital gain or loss and will not result in any
deduction by the Company.

Vote Required

Approval of the Plan will require the affirmative vote of a majority
of the shares of Common Stock present or represented and entitled to vote at
the meeting. Broker non-votes will not be counted as present or represented
for this purpose. Abstentions will be counted as present and entitled to
vote and accordingly will have the effect of negative votes. If the Plan is
not approved, the Plan will not be adopted. THE BOARD OF DIRECTORS
RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF APPROVAL OF THE PLAN.

PROPOSAL THREE

ADOPTION OF THE 1996 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS

General

On February 14, 1996, the Board of Directors adopted, subject to
stockholder approval, the 1996 Stock Option Plan for Non-Employee Directors
(the "1996 Directors' Plan"). If the 1996 Directors' Plan is approved by
stockholders, the 1996 Directors' Plan will supersede the Company's 1992
Stock Option Plan for Non-Employee Directors (the "1992 Directors' Plan"),
and no further grants of stock options will be made under the 1992
Directors' Plan. The rights and privileges of the holders of outstanding
options under the 1992 Directors' Plan will not be affected.

The following summary of the 1996 Directors' Plan is qualified by
reference to the full text of the 1996 Directors' Plan attached as Appendix
B to this proxy statement.

Summary of the 1996 Directors' Plan

The 1996 Directors' Plan provides for the issuance of options to
eligible non-employee Directors in order to attract and retain the services
of experienced and knowledgeable independent Directors and to provide
additional incentive for such Directors to continue to work for the best
interests of the Company and the stockholders through continuing ownership
of Common Stock. An aggregate of 100,000 shares of Common Stock (subject to
adjustments for capital changes) has been reserved for issuance under the
1996 Directors' Plan. The 1996 Directors' Plan is administered by the
Compensation Committee of the Board of Directors.

Under the terms of the 1996 Directors' Plan, each Director of the
Company who is not otherwise an employee of the Company or any of its
subsidiaries and who is elected a Director at the 1996 Annual Meeting of
Stockholders (a "Current Director") shall be granted an option, immediately
upon stockholder approval of the 1996 Directors' Plan, to acquire 5,000
shares of Common Stock under the 1996 Directors' Plan (a "Current Director's
Initial Option"). Any other Director who is not otherwise an employee of the
Company or any of its subsidiaries and who is elected a Director by the
Board of Directors for the first time at any time after the 1996 Annual
Meeting of Stockholders (a "New Director") shall be granted an option,
immediately upon his or her election as a Director by the Board of
Directors, to acquire 5,000 shares of Common Stock under the 1996 Directors'
Plan (a "New Director's Initial Option"). Upon the expiration of any Initial
Option pursuant to the terms of the 1996 Directors' Plan, any Director who
is not otherwise an employee of the Company or any of its subsidiaries, who
is still a Director of the Company on the date of such expiration, and who
is reelected as a Director of the Company at the Annual Meeting of
Stockholders occurring on the date of such expiration, shall be immediately
granted a new option on such expiration date to acquire 5,000 additional
shares of Common Stock under the 1996 Directors' Plan (an "Additional
Option").

Options are granted under the 1996 Directors' Plan at exercise prices
equal to the fair market value of the Company's Common Stock at the time the
options are granted. Fair market value shall be the mean between the high
and low quoted selling prices per share of the Company's Common Stock on the
date of grant as reported on the Nasdaq National Market System, or if not so
reported, on the principal national securities exchange on which the Common
Stock is then listed. On March 18, the fair market value of a share of
Common Stock of the Company was $27.375. Options granted under the 1996
Directors' Plan shall become exercisable in five cumulative 20% installments
of 1,000 shares each. It is the intent of the 1996 Directors' Plan that for
each non-employee Director who remains eligible, an installment of 1,000
shares shall become exercisable immediately upon his or her election as a
Director at each Annual Meeting of Stockholders during the term of the 1996
Directors' Plan, excluding only the 1996 Annual Meeting of Stockholders. In
the case of a Current Director's Initial Option, the first of five
cumulative installments shall become exercisable immediately upon his or her
election as a Director at the 1997 Annual Meeting of Stockholders (assuming
approval of the 1996 Directors' Plan by the stockholders). In the case of a
New Director's Initial Option, the first of five cumulative installments
shall become exercisable immediately upon his or her election as a Director
at the first Annual Meeting of Stockholders to occur after the date of grant
of the New Director's Initial Option (assuming approval of the 1996
Directors' Plan by the stockholders). In the case of an Additional Option,
the first of five cumulative installments shall become exercisable
simultaneous with the grant of such Additional Option on the expiration date
of the Initial Option, provided that the Director is reelected at the Annual
Meeting of Stockholders occurring on the expiration date of such Initial
Option.

For both Initial Options and Additional Options, each further 20%
installment of 1,000 shares shall become exercisable one at a time
immediately following each Annual Meeting of Stockholders thereafter,
provided such optionee continues in office as a Director of the Company at
such time. No Current Director's Initial Option shall be exercisable later
than the date of the sixth Annual Meeting of Stockholders following the date
on which the Current Director's Initial Option was granted. No New
Director's Initial Option shall be exercisable later than the date of the
sixth Annual Meeting of Stockholders following the date on which the New
Director's Initial Option was granted. No Additional Option shall be
exercisable later than the date of the fifth Annual Meeting of Stockholders
following the date on which the Additional Option was granted.

Options and stock received upon the exercise of options may not be
disposed of within six months following the later of the date of grant or
approval of the 1996 Directors' Plan by the stockholders. Upon the exercise
of an option, an option holder may pay the purchase price for the shares
being purchased in whole or in part (i) with shares of Common Stock of the
Company already owned for a period of at least six months by the person
exercising the option, valued at the fair market value on the business day
immediately prior to the date of exercise, or (ii) by check, or (iii) any
combination of Common Stock or check. Options granted under the 1996
Directors' Plan are non-qualified stock options.

Options are not assignable or transferrable, except in the event of
death. If an option holder ceases to be a Director, the holder's options
must be exercised to the extent exercisable at the time of such cessation
prior to the date six months after such cessation (twelve months if the
optionee died while a Director) or prior to the date the option expires,
whichever is earlier. No options may be granted after May 31, 2006, although
options already granted may extend beyond that date.

No amendment of the 1996 Directors' Plan by the Committee may (i)
increase materially the benefits accruing to participants under the 1996
Directors' Plan, (ii) increase the maximum aggregate number of shares for
which options may be granted under the 1996 Directors' Plan or the number of
shares for which an option may be granted to any option holder, (iii) modify
the provisions of the 1996 Directors' Plan regarding eligibility or exercise
price, or (iv) extend the expiration date of the 1996 Directors' Plan. In
addition, provisions of the 1996 Directors' Plan relating to the amount,
price and timing of options to be awarded under the 1996 Directors' Plan may
not be amended more than once every six months, other than to conform to
changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules issued thereunder.

Tax Aspects

The Company has been advised by Palmer & Dodge, counsel to the
Company, that, under the federal tax laws, options granted under the 1996
Directors' Plan will be treated as follows:

Non-Qualified Stock Options. The grant of non-qualified stock
options, like those granted under the 1996 Directors' Plan, will not
result on the date of grant in either the recognition of taxable
income by the optionee or in a corresponding business expense
deduction for the Company. The option holder will, however, recognize
ordinary income on the date of exercise of the option in the amount by
which the fair market value of the purchased shares on that date
exceeds the option price. The fair market value of the shares on the
date of exercise will be the tax basis thereof for computing gain or
loss on any subsequent sale. At the time of exercise, the Company
would be entitled to a business expense deduction equal to the amount
of ordinary income recognized by the option holder. Any additional
gain or loss recognized by the option holder upon the subsequent
disposition of the purchased shares will be a capital gain or loss and
will be a long-term gain or loss if the shares are held for more than
one year prior to disposition.

Payment of Estimated Tax Obligations. In exercising an option,
an optionee may make a good faith estimate of the tax obligations (the
"Estimated Tax Obligations") the optionee is likely to incur as a
result of the exercise, and may elect (the "Election") to cause the
Company to repurchase on the date of exercise a sufficient number of
shares of Common Stock to satisfy the optionee's Estimated Tax
Obligations. In the event of an Election, the Company shall (i)
calculate, for repurchase by the Company, that number of shares of
Common Stock equal in value to the Estimated Tax Obligations, based on
the fair market value of the shares on the exercise date; (ii) reduce
accordingly the number of shares to be distributed to the optionee
pursuant to the exercise; and (iii) refund to the optionee a cash
amount equal to the Estimated Tax Obligations. Pursuant to Section
16(b) of the Securities Exchange Act of 1934, no Election shall be
effective for an exercise date which occurs within six months of the
grant of the option, except that this limitation shall not apply in
the event the death or disability of the optionee occurs prior to the
expiration of the six-month period.

Exercise of Options by Exchange of Company Common Stock. When an
option holder exercises non-qualified options by exchanging other
Company Common Stock owned by the option holder ("old stock") instead
of, or in addition to, cash in payment of the option price: (i) no
gain or loss will be recognized with respect to any old stock, but
shares acquired upon exercise of the option will be subject to tax as
ordinary income as explained above; (ii) the income tax basis of the
portion of the shares received for the old stock will be the same as
the basis of the old stock, plus any amount treated as ordinary
income; and (iii) provided the old stock was held as a capital asset
on the date of exchange, the holding period of the shares received
will include the holding period of the old stock surrendered.

Approval

Stockholder approval of the 1996 Directors' Plan is required under the
rules under Section 16(b) of the Securities Exchange Act of 1934 in order
for the Directors receiving options under the 1996 Directors' Plan to rely
on the exemption from short-swing profit rules under Section 16(b)
permitting receipt and exercise of options during any six-month period. The
affirmative vote by the holders of a majority of the securities present, or
represented, and entitled to vote at the meeting is required to approve the
1996 Directors' Plan. Broker non-votes will not be counted as present or
represented for this purpose. Abstentions will be counted as present and
entitled to vote and, accordingly, will have the effect of a negative vote.
In the event that stockholder approval is not received, the 1996 Directors'
Plan will not be implemented and no options will be granted under the 1996
Directors' Plan. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE IN FAVOR OF APPROVAL OF THE 1996 DIRECTORS' PLAN.

PROPOSAL FOUR

APPOINTMENT OF AUDITORS

The Board of Directors has appointed Coopers & Lybrand, L.L.P. ,
independent accountants, to audit the Company's consolidated financial
statements for the fiscal year ending December 31, 1996. Coopers & Lybrand,
L.L.P. has audited the accounts of the Company for each year since 1967. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF COOPERS &
LYBRAND, L.L.P. AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR
1996.

STOCKHOLDINGS OF PRINCIPAL
STOCKHOLDERS AND MANAGEMENT

The following tabulation shows as of March 18, 1996, (i) any person
(including any partnership, syndicate, or other group) known to management
to be the beneficial owner of more than 5 percent of any class of the
Company's voting securities, and (ii) the total number of shares of the
Company's voting securities beneficially owned by each Named Executive
Officer and by all Directors and Executive Officers as a group.

<TABLE>
<CAPTION>
Amount and
Name and Address Nature of
Title of or Title Beneficial Percent of
Class of Beneficial Owner Ownership Class
- ---------------------------------------------------------------

<S> <S> <C> <C>
Common Memorial Drive Trust 1,530,400(1) 15.62%
125 CambridgePark Drive
Cambridge, MA 02140

Common Pilgrim Baxter & Associates 931,200 9.51%
1255 Drummers Lane
Wayne, PA 19087-1590

Common Robert J. Lepofsky 294,500(2) 2.96%
President & Chief
Executive Officer

Common Stephen D. Allison 2,775(2) **
Vice President &
Chief Financial Officer

Common Gerald J. Fortier 57,000(2) **
Vice President

Common Robert E. Anastasi 20,000(2) **
Vice President

Common Ellen S. Nelson 21,500(2) **
Vice President

Common All Directors and Executive 668,025(2) 6.68%
Officers as a group(11)

<FN>
- -------------------
<F1> ** Less than 1 percent of shares outstanding.
<F2> (1) Management has been advised that the beneficial owners have sole
investment and voting power with respect to the shares listed.
<F3> (2) Beneficial ownership also includes shares that each named
individual and the Directors and Executive Officers as a group have the
right to acquire within 60 days from March 18, 1996, through the exercise
of options. The amounts listed include shares under such options as
follows: Mr. Lepofsky, 140,000; Mr. Allison, 1,875; Mr. Fortier, 25,000;
Mr. Anastasi, 2,000; Ms. Nelson, 21,500; and all Directors and Executive
Officers as a group, 212,375.
</FN>

COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and Executive Officers, and persons who own more than 10
percent of Common Stock of the Company, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock of the Company. Officers, Directors and greater
than 10 percent shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) reports they file.

To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no
other reports were required during the two fiscal years ended December 31,
1995, all Section 16(a) filing requirements applicable to its Officers,
Directors and greater than 10 percent beneficial owners were complied with,
except that a Report on Form 4 for the month of November 1995 with regard to
Mr. Allison was filed on January 9, 1996.

ANNUAL REPORT

The Company's Annual Report to Stockholders for the year ended
December 31, 1995, includes financial statements and a report and opinion of
Coopers & Lybrand, L.L.P. who has audited the accounts of the Company for
each year since 1967. A representative of Coopers & Lybrand, L.L.P. is
expected to be present at the meeting to make a statement, if he so desires,
and to respond to appropriate questions.

OTHER MATTERS

Management does not know of any matters to be presented to the meeting
other than as described above. If any other matters properly come before the
meeting, it is intended that the holders of the Proxies will vote the
Proxies upon those matters in accordance with their best judgment.

STOCKHOLDER PROPOSALS

Any stockholder proposal intended to be presented by a stockholder at
the 1997 Annual Meeting of Stockholders must be received by the Company no
later than November 26, 1996.

EXPENSES OF SOLICITATION

The cost of preparing, assembling, and mailing Proxy materials will be
borne by the Company. In addition to solicitation by use of the mails, the
Company may request brokers and banks to forward copies of Proxy materials
to persons for whom they hold Common Stock and to obtain authority for the
execution and delivery of Proxies. Several officers and employees of the
Company may request the return of the Proxies by telephone, facsimile and
personal interview.

Beverly L. Armell
Secretary

March 25, 1996

APPENDIX A

HELIX TECHNOLOGY CORPORATION

1996 EQUITY INCENTIVE PLAN

1. Purpose

The purpose of the Helix Technology Corporation 1996 Equity Incentive
Plan (the "Plan") is to attract and retain key employees and consultants of
the Company and its Affiliates, to provide an incentive for them to achieve
long-range performance goals, and to enable them to participate in the long-
term growth of the Company.

The Plan is an amendment and restatement of the Company's 1981
Employee Stock Option Plan (the "1981 Plan") and supersedes the 1981 Plan,
the separate existence of which shall terminate on the effective date of the
Plan. Nothing herein shall adversely affect the rights and privileges of
holders of outstanding options under the 1981 Plan.

2. Definitions

"Affiliate" means any business entity in which the Company owns
directly or indirectly 50% or more of the total voting power or has a
significant financial interest as determined by the Committee.

"Award" means any Option, Stock Appreciation Right or Restricted Stock
granted under the Plan.

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor law.

"Committee" means one or more committees each comprised of not less
than three members of the Board appointed by the Board to administer the
Plan or a specified portion thereof. If a Committee is authorized to grant
Awards to a Reporting Person or a "covered employee" within the meaning of
Section 162(m) of the Code, each member shall be a "disinterested person" or
the equivalent within the meaning of applicable Rule 16b-3 under the
Exchange Act or an "outside Director" or the equivalent within the meaning
of Section 162(m) of the Code, respectively.

"Common Stock" or "Stock" means the Common Stock, $1.00 par value, of
the Company.

"Company" means Helix Technology Corporation.

"Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by the Committee, to receive amounts due
or exercise rights of the Participant in the event of the Participant's
death. In the absence of an effective designation by a Participant,
"Designated Beneficiary" means the Participant's estate.

"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor law.

"Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the
Committee in good faith or in the manner established by the Committee from
time to time.

"Incentive Stock Option" -- See Section 6(a).

"Nonstatutory Stock Option" -- See Section 6(a).

"Option" -- See Section 6(a).

"Participant" means a person selected by the Committee to receive an
Award under the Plan.

"Reporting Person" means a person subject to Section 16 of the
Exchange Act.

"Restricted Period" -- See Section 8(a).

"Restricted Stock" -- See Section 8(a).

"Stock Appreciation Right" or "SAR" -- See Section 7(a).

3. Administration

The Plan shall be administered by the Committee. The Committee shall
have authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall
from time to time consider advisable, and to interpret the provisions of the
Plan. The Committee's decisions shall be final and binding. To the extent
permitted by applicable law, the Committee may delegate to one or more
executive officers of the Company the power to make Awards to Participants
who are not subject to Section 16 of the Exchange Act and all determinations
under the Plan with respect thereto, provided that the Committee shall fix
the maximum amount of such Awards for all such Participants and a maximum
for any one Participant.

4. Eligibility

All employees and, in the case of Awards other than Incentive Stock
Options under Section 6, consultants of the Company or any Affiliate,
capable of contributing significantly to the successful performance of the
Company, other than a person who has irrevocably elected not to be eligible,
are eligible to be Participants in the Plan. Incentive Stock Options may be
granted only to persons eligible to receive such Options under the Code.

5. Stock Available for Awards

(a) Amount. Subject to adjustment under subsection (b), Awards may be
made under the Plan for up to 370,924 shares of Common Stock, together with
all shares of Common Stock available for issue under the 1981 Plan on the
effective date of the Plan (not to exceed 400,000 shares of Common Stock in
the aggregate). If any Award expires or is terminated unexercised or is
forfeited or settled in a manner that results in fewer shares outstanding
than were awarded, the shares subject to such Award, to the extent of such
expiration, termination, forfeiture or decrease, shall again be available
for award under the Plan. Common Stock issued through the assumption or
substitution of outstanding grants from an acquired company shall not reduce
the shares available for Awards under the Plan. Shares issued under the Plan
may consist in whole or in part of authorized but unissued shares or
treasury shares.

(b) Adjustment. In the event that the Committee determines that any
stock dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination,
exchange of shares, or other transaction affects the Common Stock such that
an adjustment is required in order to preserve the benefits intended to be
provided by the Plan, then the Committee (subject in the case of Incentive
Stock Options to any limitation required under the Code) shall equitably
adjust any or all of (i) the number and kind of shares in respect of which
Awards may be made under the Plan, (ii) the number and kind of shares
subject to outstanding Awards and (iii) the exercise price with respect to
any of the foregoing, and if considered appropriate, the Committee may make
provision for a cash payment with respect to an outstanding Award, provided
that the number of shares subject to any Award shall always be a whole
number.

(c) Limit on Individual Grants. The maximum number of shares of Common
Stock subject to Options and Stock Appreciation Rights that may be granted
to any Participant in the aggregate in any calendar year shall not exceed
100,000 shares, subject to adjustment under subsection (b).

6. Stock Options

(a) Grant of Options. Subject to the provisions of the Plan, the
Committee may grant options ("Options") to purchase shares of Common Stock
(i) complying with the requirements of Section 422 of the Code or any
successor provision and any regulations thereunder ("Incentive Stock
Options") and (ii) not intended to comply with such requirements
("Nonstatutory Stock Options"). The Committee shall determine the number of
shares subject to each Option and the exercise price therefor, which shall
not be less than 100% of the Fair Market Value of the Common Stock on the
date of grant. No Incentive Stock Option may be granted hereunder more than
ten years after the effective date of the Plan.

(b) Terms and Conditions. Each Option shall be exercisable at such
times and subject to such terms and conditions as the Committee may specify
in the applicable grant or thereafter. The Committee may impose such
conditions with respect to the exercise of Options, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable.

(c) Payment. No shares shall be delivered pursuant to any exercise of
an Option until payment in full of the exercise price therefor is received
by the Company. Such payment may be made in whole or in part in cash or, to
the extent permitted by the Committee at or after the grant of the Option,
by delivery of a note or shares of Common Stock owned by the optionee,
including Restricted Stock, or by retaining shares otherwise issuable
pursuant to the Option, in each case valued at their Fair Market Value on
the date of delivery or retention, or such other lawful consideration as the
Committee may determine.

7. Stock Appreciation Rights

(a) Grant of SARs. Subject to the provisions of the Plan, the
Committee may grant rights to receive any excess in value of shares of
Common Stock over the exercise price ("Stock Appreciation Rights" or "SARs")
in tandem with an Option (at or after the award of the Option), or alone and
unrelated to an Option. SARs in tandem with an Option shall terminate to the
extent that the related Option is exercised, and the related Option shall
terminate to the extent that the tandem SARs are exercised. The Committee
shall determine at the time of grant or thereafter whether SARs are settled
in cash, Common Stock or other securities of the Company, Awards or other
property.

(b) Exercise Price. The Committee shall fix the exercise price of each
SAR or specify the manner in which the price shall be determined. An SAR
granted in tandem with an Option shall have an exercise price not less than
the exercise price of the related Option. An SAR granted alone and unrelated
to an Option may not have an exercise price less than 100% of the Fair
Market Value of the Common Stock on the date of the grant.

(c) Limited SARs. An SAR related to an Option, which SAR can only be
exercised upon or during limited periods following a change in control of
the Company, may entitle the Participant to receive an amount based upon the
highest price paid or offered for Common Stock in any transaction relating
to the change in control or paid during a specified period immediately
preceding the occurrence of the change in control in any transaction
reported in the stock market in which the Common Stock is normally traded.

8. Restricted Stock

(a) Grant of Restricted Stock. Subject to the provisions of the Plan,
the Committee may grant shares of Common Stock subject to forfeiture
("Restricted Stock") and determine the duration of the period (the
"Restricted Period") during which, and the conditions under which, the
shares may be forfeited to the Company and the other terms and conditions of
such Awards. Shares of Restricted Stock may be issued for no cash
consideration or such minimum consideration as may be required by applicable
law.

(b) Restrictions. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as permitted
by the Committee, during the Restricted Period. Shares of Restricted Stock
shall be evidenced in such manner as the Committee may determine. Any
certificates issued in respect of shares of Restricted Stock shall be
registered in the name of the Participant and unless otherwise determined by
the Committee, deposited by the Participant, together with a stock power
endorsed in blank, with the Company. At the expiration of the Restricted
Period, the Company shall deliver such certificates to the Participant or if
the Participant has died, to the Participant's Designated Beneficiary.

9. General Provisions Applicable to Awards

(a) Reporting Person Limitations. Notwithstanding any other provision
of the Plan, to the extent required to qualify for the exemption provided by
Rule 16b-3 under the Exchange Act, Awards made to a Reporting Person shall
not be transferable by such person other than by will or the laws of descent
and distribution and are exercisable during such person's lifetime only by
such person or by such person's guardian or legal representative. If then
permitted by Rule 16b-3, such Awards shall also be transferable pursuant to
a qualified domestic relations order as defined in the Code or Title I of
the Employee Retirement Income Security Act or the rules thereunder.

(b) Documentation. Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with
the provisions of the Plan as the Committee considers necessary or advisable
to achieve the purposes of the Plan or to comply with applicable tax and
regulatory laws and accounting principles.

(c) Committee Discretion. Each type of Award may be made alone, in
addition to or in relation to any other Award. The terms of each type of
Award need not be identical, and the Committee need not treat Participants
uniformly. Except as otherwise provided by the Plan or a particular Award,
any determination with respect to an Award may be made by the Committee at
the time of grant or at any time thereafter.

(d) Dividends and Cash Awards. In the discretion of the Committee, any
Award under the Plan may provide the Participant with (i) dividends or
dividend equivalents payable currently or deferred with or without interest,
and (ii) cash payments in lieu of or in addition to an Award.

(e) Termination of Employment. The Committee shall determine the
effect on an Award of the disability, death, retirement or other termination
of employment of a Participant and the extent to which, and the period
during which, the Participant's legal representative, guardian or Designated
Beneficiary may receive payment of an Award or exercise rights thereunder.

(f) Change in Control. In order to preserve a Participant's rights
under an Award in the event of a change in control of the Company, the
Committee in its discretion may, at the time an Award is made or at any time
thereafter, take one or more of the following actions: (i) provide for the
acceleration of any time period relating to the exercise or payment of the
Award, (ii) provide for payment to the Participant of cash or other property
with a Fair Market Value equal to the amount that would have been received
upon the exercise or payment of the Award had the Award been exercised or
paid upon the change in control, (iii) adjust the terms of the Award in a
manner determined by the Committee to reflect the change in control, (iv)
cause the Award to be assumed, or new rights substituted therefor, by
another entity or (v) make such other provision as the Committee may
consider equitable to Participants and in the best interests of the Company.

(g) Loans. The Committee may authorize the making of loans or cash
payments to Participants in connection with the grant or exercise of any
Award under the Plan, which loans may be secured by any security, including
Common Stock, underlying or related to such Award (provided that the loan
shall not exceed the Fair Market Value of the security subject to such
Award), and which may be forgiven upon such terms and conditions as the
Committee may establish at the time of such loan or at any time thereafter.

(h) Withholding Taxes. The Participant shall pay to the Company, or
make provision satisfactory to the Committee for payment of, any taxes
required by law to be withheld in respect of Awards under the Plan no later
than the date of the event creating the tax liability. In the Committee's
discretion, such tax obligations may be paid in whole or in part in shares
of Common Stock, including shares retained from the Award creating the tax
obligation, valued at their Fair Market Value on the date of delivery. The
Company and its Affiliates may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to the
Participant.

(i) Foreign Nationals. Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee
considers necessary or advisable to achieve the purposes of the Plan or to
comply with applicable laws.

(j) Amendment of Award. The Committee may amend, modify or terminate
any outstanding Award, including substituting therefor another Award of the
same or a different type, changing the date of exercise or realization and
converting an Incentive Stock Option to a Nonstatutory Stock Option,
provided that the Participant's consent to such action shall be required
unless the Committee determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.

10. Miscellaneous

(a) No Right To Employment. No person shall have any claim or right to
be granted an Award. Neither the Plan nor any Award hereunder shall be
deemed to give any employee the right to continued employment or to limit
the right of the Company to discharge any employee at any time.

(b) No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any
rights as a stockholder with respect to any shares of Common Stock to be
distributed under the Plan until he or she becomes the holder thereof. A
Participant to whom Common Stock is awarded shall be considered the holder
of the Stock at the time of the Award except as otherwise provided in the
applicable Award.

(c) Effective Date. Subject to the approval of the stockholders of the
Company, the Plan shall be effective on February 14, 1996.

(d) Amendment of Plan. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, subject to such stockholder
approval as the Board determines to be necessary or advisable to comply with
any tax or regulatory requirement.

(e) Governing Law. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of Delaware.

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

This Plan was approved by the Board of Directors on February 14, 1996.

[This Plan was approved by the stockholders on April 24, 1996.]

APPENDIX B

HELIX TECHNOLOGY CORPORATION

1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

1. Purpose

The purpose of the Helix Technology Corporation 1996 Stock Option Plan
for Non-Employee Directors (the "Plan") is to attract and retain the
services of experienced and knowledgeable Directors of Helix Technology
Corporation (the "Corporation") for the benefit of the Corporation and its
stockholders and to provide additional incentives for such Directors to
continue to work for the best interests of the Corporation and its
stockholders through continuing ownership of its common stock.

2. Shares Subject to the Plan

The total number of shares of common stock, par value $1.00 per share
(the "Common Stock"), of the Corporation which may be issued pursuant to
options granted under the Plan shall not exceed 100,000 in the aggregate
(the "Shares"), subject to adjustment in accordance with Section 10 hereof.
Shares for which options have been granted pursuant to the Plan, but which
options have lapsed or otherwise terminated or been canceled to any extent
prior to full exercise, shall become available for additional options
granted under the Plan. One Hundred Thousand (100,000) Shares are hereby
reserved for issuance upon the exercise of options granted under the Plan.

3. Administration of Plan

The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors (the "Board"). The Committee shall
consist of at least two members of the Board who are not employees or
officers of the Corporation or its subsidiaries and who are "disinterested
persons" as defined in Securities and Exchange Commission Rule 16b-3, as
amended. The Committee shall appoint a person (the "Plan Administrator") to
keep records of all elections of Directors and the grant, vesting and
exercise of all options, and the sale or other disposition of all Shares
acquired pursuant to such exercise.

The Committee shall have no authority, discretion or power (i) to
select the participants who will receive options (except to the extent that
the Board initially elects a Director to the Board), or (ii) to set the
number of Shares to be covered by each option, or (iii) to set the exercise
price or the vesting schedule or the period within which options may be
exercised, or (iv) to alter any other terms or conditions specified herein,
except in the sense of administering the Plan subject to the express
provisions of the Plan and except in accordance with Section 15. Subject to
the foregoing limitations, the Committee shall have the power to (i)
construe the respective stock option grants and the Plan and make all other
determinations necessary or advisable for administering the Plan, (ii)
correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any stock option grant in the manner and to the extent that
the Board shall deem expedient to carry it into effect, and (iii) constitute
and appoint a person or persons selected by them to execute and deliver in
the name and on behalf of the Corporation all such grants, agreements,
instruments and other documents. It is the intent of this Plan that it
operate in all events subject to approval of the Plan by the stockholders of
the Corporation and that the granting and vesting of such options be
automatic in accordance with the terms of this Plan for each non-employee
Director, subject to the authority, discretion or power of the stockholders
to fail to elect an optionee to the Board of Directors of the Corporation,
or to remove an optionee from the Board of Directors of the Corporation, or
to amend or terminate this Plan.

4. Eligibility; Grant of Options

(a) Each Director of the Corporation who is not otherwise an employee
of the Corporation or any of its subsidiaries and who is elected a Director
of the Corporation at the 1996 Annual Meeting of Stockholders of the
Corporation (a "Current Director") shall be granted an option, immediately
upon approval of the Plan by the stockholders at the 1996 Annual Meeting, to
acquire 5,000 Shares under the Plan (a "Current Director's Initial Option").

(b) Any other Director who is not otherwise an employee of the
Corporation or any of its subsidiaries and who is elected a Director of the
Corporation by the Board for the first time at any time after the 1996
Annual Meeting of Stockholders (a "New Director") shall be granted an
option, immediately upon his or her election as a Director by the Board, to
acquire 5,000 Shares under the Plan (a "New Director's Initial Option").

(c) Upon the expiration of any Initial Option pursuant to Section 8,
any Director who is not otherwise an employee of the Corporation or any of
its subsidiaries, who is still a Director of the Corporation on the date of
such expiration (the "Expiration Date"), and who is reelected as a Director
of the Corporation at the Annual Meeting of Stockholders occurring on such
Expiration Date shall be immediately granted a new option on such Expiration
Date to acquire 5,000 additional Shares under the Plan (an "Additional
Option").

5. Option Grant

Each option granted under the Plan shall be a Non-Qualified Stock
Option and shall be evidenced by a Grant of Option duly executed on behalf
of the Corporation which options may but need not be identical and shall
comply with and be subject to the terms and conditions of the Plan.

6. Option Exercise Price

The option exercise price for an option granted under the Plan shall
be the fair market value of the Shares covered by the option at the time the
option is granted. Fair market value shall be the mean between the high and
low quoted selling prices of the Common Stock on the date the option is
granted as reported on the Nasdaq National Market System or, if not so
quoted, on the principal national securities exchange on which the Common
Stock is then listed. The option exercise price shall be subject to
adjustment in accordance with Section 10 hereof.

7. Time and Manner of Exercise of Options

(a) Exercise of Options.

Options granted under the Plan shall become exercisable in five
cumulative 20% installments of 1,000 Shares each. It is the intent of this
Plan that for each non-employee Director who remains eligible hereunder, an
installment of 1,000 Shares shall become exercisable immediately upon his or
her election as a Director at each Annual Meeting of Stockholders during the
term of this Plan, excluding only the 1996 Annual Meeting of Stockholders.

(i) In the case of a Current Director's Initial Option, the first of
five cumulative installments shall become exercisable immediately
upon his or her election as a Director at the 1997 Annual Meeting
of Stockholders (assuming approval of the Plan by the
stockholders).

(ii) In the case of a New Director's Initial Option, the first of five
cumulative installments shall become exercisable immediately upon
his or her election as a Director at the first Annual Meeting of
Stockholders to occur after the date of grant of the New
Director's Initial Option (assuming approval of the Plan by the
stockholders).

(iii) In the case of an Additional Option, the first of five cumulative
installments shall become exercisable simultaneous with the grant
of such Additional Option on the Expiration Date of the Initial
Option, provided that the Director is reelected at the Annual
Meeting of Stockholders occurring on such Expiration Date.

For both Initial Options and Additional Options, each further 20%
installment of 1,000 Shares shall become exercisable one at a time
immediately following each Annual Meeting of Stockholders thereafter,
provided such optionee continues in office as a Director of the Corporation
at such time, and provided, however, that:

(i) No Current Director's Initial Option shall be exercisable later
than the date of the sixth Annual Meeting of Stockholders
following the date on which the Current Director's Initial Option
was granted, which shall be the Expiration Date of such option;

(ii) No New Director's Initial Option shall be exercisable later than
the date of the sixth Annual Meeting of Stockholders following
the date on which the New Director's Initial Option was granted,
which shall be the Expiration Date of such option; and

(iii) No Additional Option shall be exercisable later than the date of
the fifth Annual Meeting of Stockholders following the date on
which the Additional Option was granted, which shall be the
Expiration Date of such option.

Options granted hereunder and Common Stock issuable upon the exercise
of options may not be disposed of within six months following the later of
the date of grant or date of approval of the Plan by the stockholders.

To the extent that the right to exercise an option has accrued and is
in effect, the option may be exercised in full at one time or in part from
time to time, by giving written notice, signed by the person or persons
exercising the option, to the Corporation, stating the number of Shares with
respect to which the option is being exercised, accompanied by payment in
full for such Shares. Payment shall be in whole or in part (i) by shares of
Common Stock of the Corporation already owned for a period of at least six
months by the person exercising the option, valued at fair market value as
defined above on the business day immediately prior to the date of exercise,
or (ii) by check, or both.

(b) Taxes.

In exercising an option hereunder, the optionee may make a good faith
estimate of the tax obligations (the "Estimated Tax Obligations") likely to
be incurred by such optionee as a result of the exercise, and may, by
written notice to the Corporation, elect (the "Election") to cause the
Corporation to repurchase on the date of exercise (the "Exercise Date") a
sufficient number of Shares to satisfy the optionee's tax obligations.

In the event of an Election, the Corporation shall (i) calculate, for
repurchase by the Corporation, that number of Shares equal in value to the
Estimated Tax Obligations, based on the fair market value of the Shares on
the Exercise Date; (ii) reduce accordingly the number of Shares to be
distributed to the optionee pursuant to the exercise; and (iii) refund to
the optionee a cash amount equal to the Estimated Tax Obligations.

Any Election must be made by written notice to the Corporation prior
to the Exercise Date. The Committee may disapprove the Election, may suspend
or terminate the right to make an Election, or may provide with respect to
any option hereunder that the right to make an Election shall not apply to
such option. An Election is irrevocable. All payments of the optionee's tax
obligations shall in any case remain the responsibility of the optionee.

Pursuant to Section 16(b) of the Securities Exchange Act of 1934, no
Election shall be effective for an Exercise Date which occurs within six
months of the grant of the option, except that this limitation shall not
apply in the event the death or disability of the optionee occurs prior to
the expiration of the six-month period.

8. Term of Options

The Expiration Date for each option shall be as set forth in Section
7(a) hereof, but shall be subject to earlier termination as herein provided.

In the event that an optionee ceases to be a Director of the
Corporation for any reason whatsoever, the option granted to such optionee
may be exercised by him or her (but only to the extent that under Section 7
the right to exercise the option has accrued and is in effect on the date he
or she ceases to be a Director), at any time prior to the date six months
(12 months if the optionee dies while a Director) after the date such
optionee ceases to be a Director of the Corporation, or prior to the date on
which the option expires, whichever is earlier.

9. Options Not Transferable

The right of an optionee to exercise an option granted to him or her
under the Plan and any interest therein or in the Shares received upon
exercise shall not be assignable or transferable by such optionee in any
respect otherwise than by will or the laws of descent and distribution, and
any such option shall be exercisable during the lifetime of such optionee
only by him or her. Any option granted under the Plan shall become null and
void and shall be without further force or effect upon the bankruptcy of the
optionee, or upon any attempted assignment or transfer of such option or any
interest therein (except as provided in the preceding sentence), including,
without limitation, any purported assignment, whether voluntary or by
operation of law, pledge, hypothecation or other disposition, attachment,
trustee process or similar process, whether legal or equitable with respect
to such option or any interest therein.

10. Adjustments Upon Changes in Capitalization

In the event that the outstanding shares of the Common Stock of the
Corporation are changed into or exchanged for a different number or kind of
shares or other securities of the Corporation or of another corporation by
reason of any reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares or dividends payable
in capital stock, appropriate adjustment shall be made in the number and
kind of Shares as to which outstanding options, or portions thereof then
unexercised shall be exercisable, to the end that the proportionate interest
of the optionee shall be maintained as before the occurrence of such event;
such adjustment in outstanding options shall be made without change in the
total price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per Share.

11. Restrictions on Issuance of Shares

The Corporation may delay the issuance of Shares covered by the
exercise of any option and the delivery of a certificate for such Shares
until one of the following conditions shall be satisfied:

(i) the Shares with respect to which an option has been exercised are
at the time of the issuance of such Shares effectively registered
under applicable federal and state securities laws now in force or
hereafter amended; or

(ii) counsel for the Corporation shall have given an opinion, which
opinion shall not be unreasonably conditioned or withheld, that
such Shares are exempt from registration under applicable federal
and state securities laws now in force or hereafter amended.

The Corporation shall use its best efforts to bring about compliance
with the above conditions within a reasonable time following exercise,
except that the Corporation shall be under no obligation to cause a
registration statement or a post-effective amendment to any registration
statement to be prepared at its expense solely for the purpose of covering
the issuance of Shares in respect of which any option may be exercised.

12. Purchase for Investment; Rights of Holder on Subsequent Registration

Unless the Shares to be issued upon exercise of an option granted
under the Plan have been effectively registered under the Securities Act of
1933 as now in force or hereafter amended, the Corporation shall be under no
obligation to issue any Shares covered by any option unless the person who
exercises such option, in whole or in part, shall give a written
representation and undertaking to the Corporation which is satisfactory in
form and scope to counsel to the Corporation and upon which, in the opinion
of such counsel, the Corporation may reasonable rely, that he or she is
acquiring the Shares issued to him or her pursuant to such exercise of the
option for his or her own account as an investment and not with a view to,
or for sale in connection with, the distribution of any such Shares, and
that he or she will make no transfer of the same except in compliance with
any rules and regulations in force at the time of such transfer under the
Securities Act of 1933, as amended, or any other applicable law, and that if
Shares are issued without such registration a legend to this effect may be
endorsed upon the securities so issued.

13. Approval of Stockholders

This Plan is adopted by the Board of Directors on February 14, 1996,
effective immediately but subject to approval by the stockholders of the
Corporation at the 1996 Annual Meeting of Stockholders. If this Plan is not
approved by the stockholders of the Corporation at the 1996 Annual Meeting
of Stockholders, this Plan and all options granted pursuant thereto shall
immediately become null and void and shall be of no further force or effect.

14. Expenses of the Plan

All costs and expenses of the adoption and administration of the Plan
shall be borne by the Corporation, and none of such expenses shall be
charged to any optionee.

15. Termination and Amendment of Plan

Unless sooner terminated as herein provided, or extended with the
approval of the stockholders of the Corporation, the Plan shall terminate on
May 31, 2006, except as to options granted prior to that date. The Committee
may at any time terminate the Plan or make such modifications or amendments
thereto as it deems advisable; provided, however, that except as provided in
Section 10 the Committee may not, without the approval of the stockholders
of the Corporation, (i) increase materially the benefits accruing to
participants hereunder, (ii) increase the maximum aggregate number of shares
for which options may be granted under the Plan or the number of shares for
which an option may be granted to any optionee, (iii) modify the provisions
of Section 4 regarding eligibility, (iv) extend the expiration date of the
Plan, or (v) modify the provisions of Section 6 regarding the exercise
price. Furthermore, Plan provisions relating to the amount, price and timing
of securities to be awarded under the Plan may not be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, or rules thereunder.
Termination or any modification or amendment of the Plan shall not, without
the consent of an optionee, materially adversely affect his or her rights
under an option previously granted to him or her.

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

This Plan was approved by the Board of Directors on February 14, 1996.

[This Plan was approved by the stockholders on April 24, 1996.]

HELIX THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.

Regardless of whether you plan to attend the Annual Meeting of Stockholders,
you can be sure your shares are represented at the meeting by promptly
returning your Proxy in the enclosed envelope.

COMPANY HIGHLIGHTS DURING 1995

* During 1995, the Company reported record revenues of $123.7 million, up
42.5% over the prior year.

* The Company's Net Income for 1995 increased 97.9% to $21 million.

* Earnings Per Share for 1995 were $2.10, up from $1.08 in 1994.

* The Company's regular quarterly dividend rate was increased to $0.25 per
common share.

DETACH HERE

[X] Please mark votes as in this example.

1. Election of Directors
Nominees: R. Berman, F. Gabron, M. Lauenstein, R. Lepofsky, M. Schorr,
W. Skinner, M. Wrighton
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES

- ----------------------------------------------------
[ ] For all nominees except as noted above

2. Approval of 1996 Equity Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Approval of 1996 Non-Employee Directors' Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Ratification of Coopers & Lybrand, L.L.P., as independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT

[ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING

Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in other representative capacity, sign name and title.

Signature:------------------------------------------ Date: ------------------

DETACH HERE

HELIX TECHNOLOGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert J. Lepofsky and Beverly L.
Armell and each of them as Proxies of the undersigned, each with the power
to appoint a substitute, and hereby authorizes each of them to represent the
undersigned at the Annual Meeting of Stockholders to be held on April 24,
1996, or any adjournment thereof, and there to vote all the shares of Helix
Technology Corporation held of record by the undersigned on March 18, 1996,
as directed on the reverse side hereof. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES AND FOR PROPOSALS 2, 3 AND 4. If any nominee
for Director is unable or unwilling to serve, the shares represented hereby
will be voted for another person in accordance with the judgment of the
Proxies named herein.

In addition, in their discretion, the Proxies are hereby authorized to
vote upon such other business as may properly come before the meeting or any
adjournment thereof. This Proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder.

(IMPORTANT--TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

</TABLE>